Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law. 2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company. 2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company. 2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners. 2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable. 2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material. 2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners. 2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts. 2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion. 2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto. 2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 12 contracts
Sources: Participation Agreement (Allianz Life Variable Account A), Participation Agreement (Usl Separate Account Usl Vl-R), Participation Agreement (Lincoln Benefit Life Variable Life Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set Shares' statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 12 contracts
Sources: Fund Participation Agreement (Northbrook Variable Annuity Account Ii), Participation Agreement (Allstate Financial Advisors Separate Account I), Fund Participation Agreement (Separate Account Ii of Integrity Life Insurance Co)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund required to be so filed. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.22.2 The Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus and any supplements and stickers thereto, (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Company Underwriter or its designee shall distribute such prospectusesprovide the Company, proxy statements and periodic reports at the Company’s expense, with as many copies of the Trust current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Contract owners as required to be distributed to such Contract owners under applicable federal Company in lieu thereof, the Underwriter or state law.
2.3. The Trust its designee shall provide such documentation (including a final “camera ready” copy of the Trust's new prospectus as set in type or or, at the request of the Company, a diskette in camera-ready copythe form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company to print together in one document parties hereto once each year (or more frequently if the current prospectus for the Contracts issued Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company’s Contract prospectuses or related materials; the expenses of such printing to be borne by Fund for cost of printing copies for existing Contract owners and by the Company and the current prospectus for any additional copies, provided however that Fund shall not be required to pay more for the Trustcost of prospectuses (and supplements and stickers thereto) than it would have paid had the Fund printed the copies for Contract owners itself. The Trust In the event that the Company requests that the Underwriter or its designee provide the prospectus in a “camera ready” or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of printing copies of its current providing the prospectus that will be distributed to existing Contract ownersin such format, and the Company shall bear the expense of printing copies adjusting or changing the format to conform with any of its Contract prospectuses or related materials. In addition, the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor Underwriter shall provide (1) at the Trust's expense, one Company with a copy of the Trust's current Statement of Additional Information prospectus ("SAI"and any supplements and stickers thereto) to in pdf format.
2.3 The prospectus for the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company Shares shall reasonably request and state that the Company shall require in accordance with applicable law in connection with offering statement of additional information for the Contracts issued by Shares is available from the Company.
2.5Fund or its designee. The TrustFund or its designee, at its expense, shall print and provide such statement of additional information, and any supplements and stickers thereto, to the Company for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, shall at the Company’s direction and expense, print and provide such statement of additional information, and any supplements and stickers thereto, to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement. In addition, the Underwriter shall provide Company with a copy of the statement of additional information and any supplements and stickers, thereto, in pdf format.
2.4 The Underwriter or its designee shall provide the Company with copies free of its charge copies, if and to the extent applicable to the Shares, of the Fund’s proxy materialmaterials, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely the Fund and no other investment vehicle funding the Accounts, the Fund shall pay for the Company’s postage costs in connection with mailing such materials to existing Contract owners and the cost of proxy solicitation and tabulation (including cost of a proxy solicitation company). The Company agrees and acknowledges With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Distributor is Fund together with other investment vehicles funding the sole owner Accounts, the Fund shall pay a proportionate amount of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole Company’s postage, proxy or part other costs, based on the percentage of such name or ▇▇▇▇ under this Agreement shall inure Account’s overall assets that are invested in the Fund, in connection with mailing such materials to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicableexisting Contract owners.
2.7. 2.6 The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee designee, a copy of each Contract language that would be used in any prospectus and/or for the Contracts or statement of additional information describing for the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Contracts in which the Trust Fund, the Underwriter or the Distributor MLIM (“Fund Parties”) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Upon request, the Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of sales literature or other promotional material in which the Trust Fund, the Underwriter or the Distributor MLIM is named, at least five ten Business Days prior to its use. No such Fund-related information contained in a prospectus, statement of additional information or material shall be used if any of the Trust or its designee Fund Parties reasonably objects to such use within three Business Days after receipt of such materialin writing.
2.8. 2.7 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a) the Company’s annual financial report (prepared under generally accepted accounting principles (“GAAP”, if any);
(b) the Company’s quarterly statements, if any;
(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders;
(d) any registration statement (without exhibits) for a variable life insurance product that offers the Fund as an underlying investment option and financial reports of the related Separate Account of Company filed with any state insurance regulator.
2.8 The Company shall not give any information or make any representations or statements on behalf of the Trust Fund or Underwriter or concerning the Trust Fund, the Underwriter or the Distributor Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designeeUnderwriter, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersUnderwriter.
2.9. The Trust 2.9 Neither the Fund nor the Underwriter shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement statements or prospectus for the Contracts Contract prospectuses (as such registration statement and prospectus statements or Contract prospectuses may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company agrees shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to respond time as required in order to any request effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for approval on a prompt sale to the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.11 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, holders: (a) the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Account and for which no timely voting instructions from Contract owners or Contract holders are received received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as those shares the Company votes Shares held by the Account for which timely voting instructions are received. The received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its Fund’s sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 10 contracts
Sources: Fund Participation Agreement (Separate Account a of Pacific Life Insurance Co), Fund Participation Agreement (Pacific Select Exec Separate Account of Pacific Life & Annui), Fund Participation Agreement (Separate Account a of Pacific Life & Annuity Co)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners.The Trust shall bear any costs associated with the distribution of its proxy materials to existing shareholders. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 8 contracts
Sources: Participation Agreement (Group Vel Acct of 1st Allmerica Financial Life Ins Co), Participation Agreement (Group Vel Account of Allmerica Financial Life Ins & Ann Co), Participation Agreement (Separate Account KGC of First Allmerica Fin Life Ins Co)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 25, 1998, is required to bear the costs) of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with within 20 days of the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8. (b) The Company Trust shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statementsfurnish, or in sales literature or other promotional material approved by cause to be furnished, to the Trust Company or its designee, except as required by legal process a copy of each Trust prospectus or regulatory authorities or statement of additional information in which the Company is named within 20 days of the filing of such document with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.Securities and
Appears in 7 contracts
Sources: Fund Participation Agreement (Lincoln Life & Annuity Flexible Premium Variable Life Account M), Fund Participation Agreement (Lincoln New York Account N for Variable Annuities), Fund Participation Agreement (Lincoln New York Account N for Variable Annuities)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set Shares' statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Trust or its adviser shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners for proxy materials initiated by the Trust or its adviser; the Company shall bear such costs for proxy materials initiated by the Company. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 6 contracts
Sources: Fund Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co), Fund Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co), Fund Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing Ming of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The , the Trust and the Distributor shall either (a) provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. (a) The Company shall furnish, furnish or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with within 20 days of the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each Trust prospectus or statement of additional information in which the -4- Company is named within 20 days of the filing of such document with the Securities and Exchange Commission. The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are its designee. Such consent will not distributed to existing or prospective Contract ownersbe unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.9 The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Portfolios' investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 6 contracts
Sources: Fund Participation Agreement (Lincoln Life Flexible Premium Variable Life Account M), Fund Participation Agreement (Lincoln National Variable Annuity Account C), Fund Participation Agreement (Lincoln National Variable Annuity Account C)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the NASD Rules of Fair Practice, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Rules of Fair Practice, and state law.
2.18. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 6 contracts
Sources: Participation Agreement (Allianz Variable Insurance Products Trust), Participation Agreement (Allianz Life Variable Account B), Participation Agreement (Allianz Variable Insurance Products Trust)
Obligations of the Parties. 2.1. The Trust PVC shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses prospectuses, profiles (if any) and statements of additional information of the TrustPVC. The Trust PVC shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of or the documents listed in this Section 2.1 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The At the option of the Company, PVC shall either (a) provide the Company (at the Company's expense) with as many copies of PVC's current prospectus, profile (if any), annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of reasonably request; or (b) provide the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including Company with a final copy of the Trust's prospectus as set in type or in camera-ready copy) and copy of such documents in a form suitable for printing. PVC hall provide the Company with a copy of its statement of additional information in a form suitable for duplication by the Company. PVC shall also provide the Company with such other assistance as is reasonably necessary in order for the Company once each year (or as often as is required by the SEC) to print together in one document have the current prospectus for the Contracts issued by the Company and the current prospectus or profile (if any) for the TrustFunds printed together in one document. The Trust prospectus, profile (if any) and statement of additional information provided by PVC shall bear relate either to all funds of PVC or only the expense Funds of printing copies of its current prospectus that will be distributed to existing Contract ownersPVC, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5request. The Trust, PVC (at its expense, ) shall provide the Company with copies of its any PVC-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3. The Company agrees shall bear the costs of printing PVC's prospectus, profile (if any), statement of additional information, shareholder reports and acknowledges that other shareholder communications (including sales literature) which are to be distributed to, and the Distributor costs of distributing such materials to, owners of and applicants for Contracts for which PVC is serving or is to serve as an underlying investment vehicle. The Company shall bear the sole owner costs of the name and ▇▇▇▇ "distributing proxy ▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇.▇▇ under this Agreement shall inure (or similar materials such as voting solicitation instructions) to the benefit of the DistributorContract owners. Except as provided in Section 2.5, The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners' ill accordance with applicable federal and state securities laws. PFDI agrees to pay the Company shall not use any such name or ▇▇▇▇ a fee based on its own behalf or on behalf attached Schedule B for reimbursement for the costs associated with the printing and distribution of materials and with the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent administrative processing of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicablePVC Fund shares.
2.72.4. The Company shall furnish, or cause to be furnished, to the Trust PVC (or its designee designee), a copy of each the Contract prospectus and/or and statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust PVC or the Distributor PFDI is first named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust PVC (or its designee designee) a copy of each subsequent Contract prospectus and statement of additional information in which PVC or PFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to PVC or PFDI. PVC may, in its reasonable discretion, request that the Company modify any references to PVC or PFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to PVC (or its designee), each piece of sales literature or other promotional material in which PVC or PFDI is named, at least five Business Days prior to its use or concurrently with the filing of such document with the NASD, whichever is greater. No such material shall be used if PVC (or its designee) reasonably objects to such use within five Business Days after receipt of such material.
2.5. PVC shall furnish, or cause to be furnished, to the Company (or its designee), a copy of any initial PVC prospectus and statement of additional information in which the Company is first named prior to the filing of such document with the SEC. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) a copy of each subsequent PVC prospectus, profile (if any) and statement of additional information in which the Company is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to the Company. The Company may, in its reasonable discretion, request that PVC modify any references to the Company in subsequent filings. PVC shall furnish, or shall cause to be furnished, to the Company (or its designee) each piece of sales literature or other promotional material in which the Trust or the Distributor Company is named, at least five Business Days prior to its useuse or concurrently with the filing of such document with the NASD, whichever is greater. No such material shall be used if the Trust Company (or its designee designee) reasonably objects object$ to such use within three five Business Days after receipt of such material.
2.82.6. The Company shall not give any information or make any representations or statements on behalf of the Trust PVC or PFDI or concerning the Trust PVC, PFDI or the Distributor Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement statement, prospectus or prospectus profile (if any) for the Trust PVC shares (as such registration statement statement, profile (if any) and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustPVC, TrustPVC-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust PVC or its designeedesignee or PFDI, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor PVC or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust its designee or the Distributor are not distributed to existing or prospective Contract ownersPFDI.
2.92.7. The Trust Neither PVC nor PFDI shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.112.8. PVC or PFDI will provide the Company with as much advance notice as is reasonably practicable of any material change affecting the Funds (including, but not limited to, any material change in its registration statement or prospectus affecting the Funds and any proxy solicitation sponsored by PVC or PFDI affecting the Funds) and consult with the Company in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them when reasonably practicable in the view of PVC in conjunction with regular annual updates of the prospectus for the Contracts.
2.9. PVC and PFDI agree to maintain a blanket fidelity bond or similar coverage for the benefit of PVC in an amount not less than the minimum coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time under the ▇▇▇▇ ▇▇▇.
2.10. So long as, and to the extent that, the Commission SEC interprets the 1940 Act to require pass-pass through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the Accounts which are registered Accountsas investment companies under the 1940 Act, in shares of one or more Portfolios of the TrustPVC. The Trust PVC shall require all Participating Insurance Companies to calculate voting privileges in the same manner a consistent manner, and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the TrustPVC. With respect to each registered Account, the The Company will vote shares of each Portfolio of the Trust PVC held by a registered an Account and for which no timely voting instructions from Contract owners are received received, as well as shares that it owns directly or indirectly through an Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio PVC shares held to fund the Contacts by contract owners without the prior written consent of the TrustPVC, which consent may be withheld in the TrustPVC's sole discretion, except in the event that the Company determines, in reliance on an opinion of counsel, that a proxy proposal would result in a violation of applicable insurance laws.
2.11. The PVC shall use its best efforts to maintain qualification of each Fund as a Regulated Investment Company reserves under Subchapter M of the rightInternal Revenue Code of 1986, as amended ("Code") and shall notify the Company immediately upon having a reasonable basis · for believing that a Fund has ceased to so qualify or that it might not so qualify in the extent permitted future. PVC and PFDI acknowledge that compliance with Subchapter M is an essential element of compliance with Section 817(h) by law, to vote shares held in any Account in its sole discretiona corporation.
2.12. The Company Each Fund shall comply with the requirements of Section 817(h) of the Code and the Trust will each provide to the other information about the results of any regulatory examination regulations issued thereunder relating to the Contracts diversification requirements for variable life insurance policies and variable annuity contracts, and PVC shall notify the Company immediately upon having a reasonable basis for believing that any Fund has ceased or might cease to so comply. In addition, PVC will immediately take such steps as may reasonably be necessary to adequately diversify the Trust, including relevant portions of any "deficiency letter" and any response theretoFund to achieve compliance.
2.13. No compensation PVC shall be paid provide the Company or its designee with reports certifying compliance With the aforesaid Section 817(h) diversification and Subchapter M qualification requirements on a quarterly basis.
2.14. PVC shall provide monthly statements of account as of the end of each month for all of the Company's accounts by the Trust fifteenth (15th) Business Day of the following month.
2.15. The Company acknowledges that the Funds are intended for long-term investment purposes and not for "market timing" or other forms of excessive short-term trading, represents and warrants that it has adopted policies and procedures reasonably designed to identify and. curtail excessive short-term trading in interests in the CompanyAccounts, or agrees to furnish PVC such information as may be reasonably requested to permit its Board to consider such policies and procedures and further agrees to cooperate with PVC in implementing any policies and procedures adopted by PVC to identify and curtail excessive short-term trading in shares of the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, Funds of PVC in which the Accounts or bothmay invest.
Appears in 5 contracts
Sources: Participation Agreement (Principal Life Insurance Co Separate Account B), Participation Agreement (Principal Life Insurance Co Separate Account B), Participation Agreement (Principal Life Insurance Co Separate Account B)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustTrust or to print together in one document the prospectuses of all open-end management investment companies that serve as underlying investment vehicles for the Contracts. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure insure to the benefit of the Distributor. Except as provided in Section 2.52.7, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and or accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and or accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 5 contracts
Sources: Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account Iii)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing; or (c) provide the Company copies of the foregoing documents electronically. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company shall distribute such prospectuses, proxy statements no later than 45 days (and periodic reports in no event later than 50 days) after the end of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3Fund's reporting period. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the Distributorname or ▇▇▇▇ `▇▇▇▇▇'" shall include but not be limited to the Janus logo, the website ▇▇▇.▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. The Company will make no use of the name or ▇▇▇▇ "▇▇▇▇▇" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and ▇▇▇▇ "▇▇▇▇▇" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any such name or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 5 contracts
Sources: Fund Participation Agreement (Conseco Variable Annuity Account C), Fund Participation Agreement (Conseco Variable Annuity Account F), Fund Participation Agreement (Conseco Variable Annuity Account H)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectusesAs mutually agreed, proxy statements and periodic reports of the Trust to or the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust Adviser shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI Prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company shall require in accordance with applicable law electronic format (PDF or other agreed upon format) of such documents in connection with offering the Contracts issued by the Company.
2.5a form suitable for printing. The Trust, at its expense, Trust or the Adviser shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes distribution to Contract owners. All such documents shall be provided to the Company at least 10 days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Contract owners. In the event that such documents are not provided in a timely manner, the Adviser shall pay any extraordinary out-of-pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by the Company in timely filing or delivering such documents where such expenses result solely from the Adviser's failure to provide such documents in a timely manner. The Company will notify the Adviser of its commencement of extraordinary measures as soon as practicable.
2.3. The Trust and Company shall pay no fee or other compensation to each other under this Agreement. All expenses incident to the performance of the Company's obligations under this Agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this Agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Prospectus, shareholder reports and other shareholder communications to Contract owners for which the Trust is serving or is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The TrustCompany assumes sole responsibility for ensuring that all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws, upon proper delivery by the Trust and/or instruction, from Trust and/or the Adviser. Without limiting the foregoing, Company agrees that it shall, at the Company's expenseits sole cost and expense and in compliance with applicable federal and state law (i) develop and maintain application forms, shall provide the Company with copies of its periodic reports to shareholders confirmations and other communications to shareholders appropriate forms and documents, and file and obtain approval of such forms and documents in such quantity as the Company shall reasonably request for use in connection with offering each state where the Contracts issued by are offered; (ii) prepare, print and distribute Prospectuses, statements of additional information and periodic shareholder reports for the Company. If requested by the Company in lieu thereofContracts, the Trust shall provide such documentation Accounts and Funds (including a final copy of except to the Trust's proxy materialsextent otherwise agreed above, periodic reports with respect to shareholders the Funds only); and other communications to shareholders(iii) operate, as set in type or in camera-ready copy) administer and other assistance as reasonably necessary in order for maintain the Company to print such shareholder communications for distribution to Contract ownersContracts and Accounts.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.72.4. The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Prospectus in which the Trust or the Distributor is named contemporaneously with at least ten Business Days prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.82.5. The Company and the Distributor shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations or statements contained in and accurately derived from the registration statement or prospectus Prospectus for the Trust shares (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designeesits designee.
2.6. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Adviser shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or the Distributor or concerning the CompanyCompany or the Distributor, the Accounts or the Contracts other than information information, statements or representations contained in and accurately derived from the registration statement or prospectus Prospectus for the Contracts (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.112.7. So long as, and to the extent that, that the Commission interprets the 1940 Act to require SEC requires pass-through voting privileges for Contract ownersowners of registered variable Contracts, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate handle voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received.
2.8. The Company and its agents will in no way recommend shall promptly notify the Trust of any applicable state insurance laws that restrict the Funds' investments or oppose or interfere with otherwise affect the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent operation of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company Trust and shall promptly notify the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 4 contracts
Sources: Fund Participation Agreement (Variable Separate Account), Fund Participation Agreement (Variable Separate Account), Fund Participation Agreement (Fs Variable Separate Account)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 2.2 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, FINRA rules and regulations, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, FINRA rules and regulations, and state law.
2.18. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 4 contracts
Sources: Participation Agreement (Allianz Variable Insurance Products Fund of Funds Trust), Participation Agreement (Allianz Variable Insurance Products Fund of Funds Trust), Participation Agreement (Allianz Variable Insurance Products Trust)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, ,the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the NASD Rules of Fair Practice, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Rules of Fair Practice, and state law.
2.18. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 4 contracts
Sources: Participation Agreement (Allianz Life Variable Account B), Participation Agreement (Allianz Life Variable Account A), Participation Agreement (Allianz Life Variable Account A)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. 2.2 The Trust shall provide the Company (at the Trust’s expense) with as many copies of the Trust’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the request for existing Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3for whom Shares are held by an Account. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document (at the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing Company’s expense) with as many copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense’s current prospectus, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to including any Contract owner who requests such SAIamendments or supplements thereto, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companyprospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including the Company with a final camera ready copy of such documents in a form suitable for printing (at the Company’s expense except that the Trust will bear the commercially reasonable, prorated cost of printing the Trust's proxy materials, periodic reports ’s prospectus in this format for existing Contract owners up to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order an amount the Trust would pay on a per copy basis for its own prospectus). The Trust shall provide the Company to print with a copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such shareholder communications quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials.
2.6(a) The Company shall bear the proportionate costs of distributing the Trust’s prospectus, statement of additional information, shareholder reports and other shareholder communications, such as proxy material, to applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that it has no rights to the Distributor is the sole owner of the name names and ▇▇▇▇ "▇▇▇▇▇" marks “XTF Portfolios” and “XTF Advisors Trust” and that all use of any designation comprised in whole or part of such name XTF Portfolios or the names of the Portfolios or the Trust (each a “Fund M▇▇▇▇ ”) under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or ▇Fund M▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇Fund M▇▇▇ as soon as reasonably practicable.
2.7(a) The Trust will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above that relate to the Trust or its investment adviser promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above promptly after the filing of each such document with the SEC or other regulatory authority provided that the document relates to an Account and Contract that include the Trust as one of the underlying funding vehicles for such Contract.
(b) The Trust shall furnish, or shall cause to be furnished, to the Trust Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report reasonably objects to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing such use within fifteen Business Days after receipt of such document with the Commissionmaterial. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser(s) is named, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust, and will vote the Shares held in such Accounts in a manner consistent with voting instructions timely received from Contract owners. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its ’s sole discretion.
2.122.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) (“broker only materials”) is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust’s registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 4 contracts
Sources: Fund Participation Agreement (Separate Account a of Pacific Life Insurance Co), Fund Participation Agreement (Separate Account a of Pacific Life & Annuity Co), Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
Obligations of the Parties. 2.13.1. The Trust shall Fund will prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.23.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners Fund will either: (a) provide the Company with as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy many copies of the TrustFund's prospectus current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as set in type the Company will reasonably request; or in (b) provide the Company with a camera-ready copy) and , computer disk or other assistance as is reasonably necessary in order for the Company medium agreed to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus parties of such documents in a form suitable for the Trustprinting. The Trust shall Fund will bear the expense cost of typesetting and printing copies such documents and of its current prospectus that will be distributed distributing such documents to existing Contract owners, and the . The Company shall will bear the expense cost of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companydistributing such documents to prospective Contract owners and applicants as required.
2.43.3. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund, at its expense, shall either will:
(a) distribute its proxy materials directly to the appropriate Contract owners; or
(b) provide the Company or its mailing agent with copies of its proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall will reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide and the Company with copies of its periodic reports will distribute the materials to shareholders existing Contract owners and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and will ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part the Fund for the reasonable cost of such name or ▇▇▇▇ under this Agreement shall inure to distribution. The Fund will bear the benefit cost of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf tabulation of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicableproxy votes.
2.73.4. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, If and to the extent thatrequired by law the Company will:
(a) provide for the solicitation of voting instructions from Contract owners;
(b) vote the shares of the Portfolios held in the Account in accordance with instructions received from Contract owners; and
(c) vote shares of the Portfolios held in the Account for which no timely instructions have been received, in the Commission interprets same proportion as shares of such Portfolio for which instructions have been received from the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for Contract variable contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law.
3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to vote shares held comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in any Account Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in its sole discretion.accordance with the SEC's interpretation of the requirements of Section 16
2.12. The Company (a) with respect to periodic elections of directors and with whatever rules the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response SEC may promulgate with respect thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 4 contracts
Sources: Participation Agreement (American Enterprise Variable Life Account), Participation Agreement (American Express Platinum Variable Annuity Sm), Participation Agreement (Ids Life Variable Account 10)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of 2.2 At the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy option of the Trust's prospectus as set in type or in camera-ready copy, the Trust shall either (a) and other assistance as is reasonably necessary in order for provide the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ mark "▇▇▇▇▇Northern Lights" and that all use of any designation comprised ▇▇▇prised in whole or part of such name Northern Lights or ▇▇▇▇ the names of the Portfolios (each a "Fund Mark") under this Agreement shall inure to the benefit of the Distributor▇▇▇ Trust. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Fund Mark on its own behalf or on behalf of the Accounts or Contracts Con▇▇▇▇ts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ Fund Mark as soon as reasonably practicable.
2.7. (▇) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
2.12 The Trust will immediately ▇▇▇▇▇▇ the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 4 contracts
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account F), Fund Participation Agreement (Jefferson National Life Annuity Account H), Fund Participation Agreement (Jefferson National Life Annuity Account E)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Company, the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust (at its expense) shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇Access" and that all use of any designation comprised in whole or part of such name or Access (an "Access ▇▇▇▇ ▇") under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Access ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Access ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or the Distributor its investment adviser is named, or which relates to the Accounts or Contracts, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 4 contracts
Sources: Fund Participation Agreement (Separate Account Va U), Participation Agreement (Tflic Series Life Account), Participation Agreement (WRL Series Life Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-Trust- sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 4 contracts
Sources: Participation Agreement (Titanium Universal Life Variable Account), Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Annuity Separate Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus prospectus(es) of the Portfolios indicated on Schedule A as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on of a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Participation Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins), Participation Agreement (Separate Account Vul 4 of Transamer Occidental Life Ins Co), Participation Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Galic of New York Separate Account I), Participation Agreement (Ge Capital Life Separate Account Ii), Fund Participation Agreement (Ge Capital Life Separate Account Ii)
Obligations of the Parties. 2.1. 2.1 The Trust and the Adviser shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and prospectuses, statements of additional information information, and fund profiles (upon the adoption of Rule 498 under the ▇▇▇▇ ▇▇▇) of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the current prospectus, annual report, semi-annual report, fund profiles and other shareholder communications, including any amendments or supplements to any of the foregoing, for the Trust's Portfolios in which the Accounts invest, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Adviser is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇Janus" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorAdviser. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorAdviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicablepracticable except with respect to shares of the Trust that continue to be made available to Contract owners in accordance with Section 6.2.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Adviser is named, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Adviser shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.9 The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Portfolios' investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Participation Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins), Participation Agreement (Separate Account Va 8 of Transamerica Life Ins & Annuity Co), Participation Agreement (Separate Account Vul 2 of Transamerica Occidental Life Ins)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Company, the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust (at its expense) shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the materials.
(a) The Company shall reasonably request for use in connection with offering bear the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇Gateway" and that all use of any designation comprised in whole or part of such name or Gateway (a "Gateway ▇▇▇▇ ▇") under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Gateway ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Gateway ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or the Distributor its investment adviser is named, or which relates to the Accounts or Contracts, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and or the Underwriter will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company or the Underwriter will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 3 contracts
Sources: Fund Participation Agreement (Transamerica Corporate Separate Account Sixteen), Fund Participation Agreement (Gateway Variable Insurance Trust), Fund Participation Agreement (WRL Series Life Corporate Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 25, 1998, is required to bear the costs) of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (First Penn Pacific Variable Life Insurance Separate Account), Fund Participation Agreement (Lincoln Life & Annuity Var Ann Sep Acct L Group Var Ann Ii), Fund Participation Agreement (Llany Separate Account R for Flexible Prem Vari Life Insur)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.22.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Company Fund or its designee shall distribute such prospectusesprovide the Company, proxy statements and periodic reports at the Company's expense, with as many copies of the Trust current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Contract owners as required to be distributed to such Contract owners under applicable federal Company in lieu thereof, the Fund or state law.
2.3. The Trust its designee shall provide such documentation (including a final "camera ready" copy of the Trust's new prospectus as set in type or or, at the request of the Company, a diskette in camera-ready copythe form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to print together in one document have the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustShares printed together in one document. The Trust expenses of such printing shall be borne by the Company. In the event that the Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" or diskette format, the Fund shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of printing copies of its current providing the prospectus that will be distributed to existing Contract ownersin such format (E.G., typesetting expenses), and the Company shall bear the expense of printing copies adjusting or changing the format to conform with any of its prospectuses.
2.3 The prospectus for the Trust's prospectus Shares shall state that are used in connection with offering the Contracts issued statement of additional information for the Shares is available from the Fund or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company.
2.4) for distribution to any owner of a Contract funded by the Shares. The Trust and the Distributor shall provide (1) at the Trust's expenseFund or its designee, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, shall print and provide such additional copies of the Trust's current SAI as statement to the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.
2.5. 2.4 The Trust, at Fund or its expense, designee shall provide the Company with copies free of its charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materialmaterials, periodic reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee designee, a copy of each Contract prospectus and/or for the Contracts or statement of additional information describing for the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Contracts in which the Trust Fund or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of sales literature or other promotional material in which the Trust Fund or the Distributor its investment adviser is named, at least five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if the Trust Fund or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.8. 2.6 At the request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
(b) the Company's quarterly statements (statutory) (and GAAP, if any);
(c) any financial statement, proxy statement, notice or report of the Company relating to the Portfolio(s) sent to shareholders and/or policyholders;
(d) any registration statement (without exhibits) and financial reports of the Company relating to the Portfolio(s) filed with the SEC or any state insurance regulator; and
(e) any other public report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company relating to the Portfolio(s).
2.7 The Company shall not give any information or make any representations or statements on behalf of the Trust Fund or concerning the Trust Fund or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Fund Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.8 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Fund shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.9 The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company agrees shall register and qualify the Contracts for sale to respond to any request for approval on a prompt the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.10 The Company shall be responsible for assuring that any prospectus offering a Contract that is a life insurance contract where it is reasonably probable that such Contract would be a "modified endowment contract," as that term is defined in Section 7702A of the Internal Revenue Code of 1986, as amended (the "Code"), will identify such Contract as a modified endowment contract (or policy).
2.11 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that, the Commission SEC interprets the 1940 Act to require pass-through voting privileges for Contract owners, variable policyowners: (a) the Company will provide pass-through voting privileges to Contract owners of Contracts - or policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Account and for which no timely voting instructions from Contract owners or policyowners are received received, as well as Shares held by the Account that are owned by the Company for its general account, in the same proportion as those shares the Company votes Shares held by the Account for which timely voting instructions are received. The received from Contract - or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the TrustFund's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Fund Participation Agreement (Ml of New York Variable Annuity Separate Account A), Fund Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund required to be so filed. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.22.2 At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Company Underwriter or its designee shall distribute such prospectusesprovide the Company, proxy statements and periodic reports at the Company's expense, with as many copies of the Trust current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Contract owners as required to be distributed to such Contract owners under applicable federal Company in lieu thereof, the Underwriter or state law.
2.3. The Trust its designee shall provide such documentation (including a final "camera ready" copy of the Trust's new prospectus as set in type or or, at the request of the Company, a diskette in camera-ready copythe form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company to print together in one document parties hereto once each year (or more frequently if the current prospectus for the Contracts issued by Shares is supplemented or amended) to have the Company and the current prospectus for the TrustShares conform to the Company's Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Trust In the event that the Company requests that the Underwriter or its designee provide the prospectus in a "camera ready" or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of printing copies of its current providing the prospectus that will be distributed to existing Contract ownersin such format, and the Company shall bear the expense of printing copies adjusting or changing the format to conform with any of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companyits Contract prospectuses or related materials.
2.42.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund or its designee, at its expense, shall print and provide such statement of additional information to the Company with copies (or a master of its proxy material, periodic reports such statement suitable for duplication by the Company) for distribution to shareholders and other communications to shareholders in such quantity as any owner of a Contract funded by the Company shall reasonably require for purposes of distributing to Contract ownersShares. The TrustFund or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company with copies free of its periodic charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely the Fund and no other investment vehicle funding the Accounts, the Fund shall pay for the Company's postage costs in connection with mailing such materials to existing Contract owners. The Company agrees and acknowledges With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Distributor is Fund together with other investment vehicles funding the sole owner Accounts, the Fund shall pay a proportionate amount of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part Company's postage costs, based on the percentage of such name or ▇▇▇▇ under this Agreement shall inure Account's overall assets that are invested in the Fund, in connection with mailing such materials to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicableexisting Contract owners.
2.7. 2.6 The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee designee, a copy of each Contract language that would be used in any prospectus and/or for the Contracts or statement of additional information describing for the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Contracts in which the Trust Fund, the Underwriter or the Distributor BAL ("Fund Parties") is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Upon request, the Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of sales literature or other promotional material in which the Trust Fund, the Underwriter or the Distributor BAL is named, at least five ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Trust or its designee Fund Parties reasonably objects to such use within three Business Days after receipt of such materialuse.
2.8. 2.7 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a) the Company's annual financial report (prepared under generally accepted accounting principles ("GAAP", if any);
(b) the Company's quarterly statements, if any;
(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and
(d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.
2.8 The Company shall not give any information or make any representations or statements on behalf of the Trust Fund or Underwriter or concerning the Trust Fund, the Underwriter or the Distributor BAL in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designeeUnderwriter, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersUnderwriter.
2.9. The Trust 2.9 Neither the Fund nor the Underwriter shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement statements or prospectus for the Contracts Contract prospectuses (as such registration statement and prospectus statements or Contract prospectuses may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company agrees shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to respond time as required in order to any request effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for approval on a prompt sale to the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.11 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, holders: (a) the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Account and for which no timely voting instructions from Contract owners or Contract holders are received received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as those shares the Company votes Shares held by the Account for which timely voting instructions are received. The received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the TrustFund's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Lincoln Life Flexible Premium Variable Life Account M), Fund Participation Agreement (Lincoln Life & Annuity Flexible Premium Variable Life Account M), Fund Participation Agreement (Lincoln National Variable Annuity Account C)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Lincoln National Variable Annuity Account C), Fund Participation Agreement (Lincoln National Variable Annuity Account C), Fund Participation Agreement (Lincoln National Variable Annuity Acct L GRP Var Annuity Iii)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of 2.2 At the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy option of the Trust's prospectus as set in type or in camera-ready copy, the Trust shall either (a) and other assistance as is reasonably necessary in order for provide the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇Northern Lights" and that all use of any designation comprised in whole or part of such name Northern Lights or the names of the Portfolios (each a "Fund ▇▇▇▇ ▇") under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Fund ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Fund ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 3 contracts
Sources: Fund Participation Agreement (Northern Lights Variable Trust), Fund Participation Agreement (Jefferson National Life Annuity Account G), Fund Participation Agreement (Jefferson National Life Annuity Account G)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Adviser is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorAdviser. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorAdviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about its designee.
2.7 Neither the Trust or nor the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust Adviser shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.9 The Company reserves shall notify the right, to Trust of any applicable state insurance laws that restrict the extent permitted by law, to vote shares held Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in any Account in its sole discretionsuch laws.
2.12. The Company and 2.10 For purposes of this Article, the Trust will each provide phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, video tape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the other information about the results public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any regulatory examination relating other advertisement, sales literature, or published articles,) educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under NASD Rules, the Contracts 1940 Act or the Trust, including relevant portions of any "deficiency letter" and any response thereto1933 Act.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Prudential Discovery Select Group Variable Contract Acct), Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Fund Participation Agreement (Prudential Variable Contract Account Gi-2)
Obligations of the Parties. 2.1. 2.1 The Trust and the Adviser shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(a) The Company agrees and acknowledges that the Distributor Adviser is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorAdviser. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorAdviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
(b) The Trust and the Adviser agree and acknowledge that the names "American United Life Insurance Company(R)", "AUL", or any derivative thereof or logo associated with those names ("▇▇▇ ▇▇▇▇") is the valuable property of the Company and its affiliates, and that the Trust shall not use any ▇▇▇ ▇▇▇▇ without the prior written consent of the Company. Upon termination of this Agreement for any reason, the Trust and the Adviser shall cease all use of any ▇▇▇ ▇▇▇▇ as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the TrustTrust or its designee. The Trust or its designee shall use their best efforts to provide such approval or, the Distributor if approval is not given, then to provide comments suggesting appropriate changes to such information or their respective designees. representations as set forth in Section 2.5 above.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Adviser shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as2.8 If, and to the extent that, required by the Exemptive Order or that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, the Company will provide pass-through voting privileges to Contract those owners of Contracts subject to the pass-through voting requirements whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.9 The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Portfolios' investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Aul American Individual Variable Life Unit Trust), Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Fund Participation Agreement (Aul American Individual Unit Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. 2.2 The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued for existing Contract owners for whom Shares are held by the Company.
2.5an Account. The Trust, at its expense, Trust shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, (at the Company's expense, shall provide the Company ) with as many copies of its periodic reports to shareholders and other communications to shareholders in such quantity the Trust's current prospectus, including any amendments or supplements thereto, as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companyprospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including the Company with a final camera ready copy of such documents in a form suitable for printing (at the Company's expense, except that the Trust will bear the commercially reasonable, prorated cost of printing the Trust's proxy materials, periodic reports prospectus in this format for existing Contract owners up to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order an amount the Trust would pay on a per copy basis for its own prospectus). The Trust shall provide the Company to print with a copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such shareholder communications quantity as the Company shall reasonably require for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on materials described in this Section 2.2 within a timely basis, with reasonable time prior to required printing and distribution of such information about materials.
2.3 (a) The Company shall bear the costs of distributing the Trust's prospectus, the Portfolios statement of additional information, shareholder reports and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges shareholder communications to Contract owners whose cash values are invested, through of and applicants for policies for which the registered Accounts, in shares of one Trust is serving or more Portfolios of the Trustis to serve as an investment vehicle. The Trust shall require all Participating Insurance Companies bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are receivedowners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionstate securities laws.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Genworth Life & Annuity VA Separate Account 1), Fund Participation Agreement (Genworth Life & Annuity VA Separate Account 2), Fund Participation Agreement (Genworth Life of New York VA Separate Account 1)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. 2.2 The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued for existing Contract owners for whom Shares are held by the Company.
2.5an Account. The Trust, at its expense, Trust shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, (at the Company's expense, shall provide the Company ) with as many copies of its periodic reports to shareholders and other communications to shareholders in such quantity the Trust's current prospectus, including any amendments or supplements thereto, as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companyprospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including the Company with a final camera ready copy of such documents in a form suitable for printing (at the Company's expense, except that the Trust will bear the commercially reasonable, prorated cost of printing the Trust's proxy materials, periodic reports prospectus in this format for existing Contract owners up to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order an amount the Trust would pay on a per copy basis for its own prospectus). The Trust shall provide the Company to print with a copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such shareholder communications quantity as the Company shall reasonably require for distribution to Contract owners. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials.
2.6(a) The Company shall bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that it has no rights to the Distributor is the sole owner of the name names and ▇▇▇▇ marks "▇▇▇▇▇XTF Portfolios" and "XTF Advisors Trust" and that all use of any designation comprised in whole or part of such name XTF Portfolios or the names of the Portfolios or the Trust (each a "Fund ▇▇▇▇ ▇") under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Fund ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Fund ▇▇▇▇ as soon as reasonably practicable.
2.7(a) The Trust will provide the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above that relate to the Trust or its investment adviser promptly after the filing of each such document with the SEC or other regulatory authority. The Company will provide the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above promptly after the filing of each such document with the SEC or other regulatory authority provided that the document relates to an Account and Contract that include the Trust as one of the underlying funding vehicles for such Contract.
(b) The Trust shall furnish, or shall cause to be furnished, to the Trust Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report reasonably objects to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing such use within fifteen Business Days after receipt of such document with the Commissionmaterial. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser(s) is named, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust, and will vote the Shares held in such Accounts in a manner consistent with voting instructions timely received from Contract owners. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 3 contracts
Sources: Fund Participation Agreement (Old Mutual Financial Network Separate Account VA of Fidelity & Guaranty Life Insurance CO), Fund Participation Agreement (Genworth Life of New York VA Separate Account 1), Fund Participation Agreement (Genworth Life & Annuity VA Separate Account 1)
Obligations of the Parties. 2.1. The Trust shall prepare bear the costs of registering and be responsible for qualifying the Trust's shares, and of preparing and filing with the Commission and any state regulators requiring such filing all shareholder reportsTrust's prospectus, noticesregistration statement, Trust sponsored proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses reports to shareholders, and all statements of additional information and notices required by federal or state law. The Trust shall pay all taxes on the issuance and/or transfer of the Trust's shares.
2.2. The Trust shall bear the printing costs (or duplicating costs with respect to the statement of registration and qualification additional information) associated with distributing the Trust's current prospectus, statement of shares additional information, annual report, semi-annual report, Trust sponsored proxy material or other shareholder communications, including any amendments or supplements to any of the Portfoliosforegoing, preparation and filing of to the documents listed in this Section 2.1 and all taxes extent required to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of be provided by the Trust to its then-current shareholders. The Trust shall not bear any costs of preparing, printing, recording, taping or disseminating sales literature or other promotional materials or the costs of printing and mailing prospective Contract owners as required to be distributed to such Contract owners under applicable federal copies of the Trust's prospectus, statement of additional information, periodic reports or state lawother printed materials.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall may reasonably request for use in connection with offering the Contracts issued by the Companydistribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, current prospectus as set in type or in camera-ready copyat the Trust's expense) and other assistance as is reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole once each year (or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used more frequently if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares is amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document (as such registration at the Company's expense).
2.4. The Company will bear the costs of registering and qualifying the Accounts for sale, printing (or duplicating costs with respect to the statement of additional information) and prospectus may be amended or supplemented from time to time)mailing costs associated with the delivery of the Accounts' current prospectuses and statements of additional information, private placement memoranda, annual and semi-annual reports of the Trustreports, Trust-sponsored proxy statementsContracts, or in Contract applications, sales literature or other promotional material approved by the Trust or its designeematerial, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust Account sponsored proxy materials and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersvoting solicitation instructions.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Participation Agreement (Titanium Universal Life Variable Account), Participation Agreement (Golden American Life Insurance Co /Ny/), Participation Agreement (Separate Account B of Golden American Life Insurance Co)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation the Company (including a final copy of at the Trust's prospectus ’s expense) with as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing many copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust ’s Shares’ current prospectus, annual report, semi-annual report and the Distributor shall provide (1) at the Trust's expenseother shareholder communications, one copy including any amendments or supplements to any of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAIforegoing, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that for delivery for current Contract owners; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company no later than 45 days (and in accordance no event later than 50 days) after the end of the Fund’s reporting period. The Trust shall provide the Company with applicable law a copy of its statement of additional information in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. 2.3 (a) The Company agrees shall bear the costs of printing and acknowledges that distributing the Distributor is the sole owner Trust’s Shares’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the name Trust is to serve as an investment vehicle and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of the Trust shall bear such name or ▇▇▇▇ under this Agreement shall inure to costs for existing Contract owners for which the benefit of the Distributor. Except Trust is serving as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7an investment vehicle. The Company shall furnish, bear the costs of distributing proxy materials (or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report similar materials such as voting solicitation instructions) to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No assumes sole responsibility for ensuring that such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges delivered to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner accordance with applicable federal and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionstate securities laws.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Canada Life of America Variable Annuity Account 1), Fund Participation Agreement (Canada Life of New York Variable Annuity Account 1), Fund Participation Agreement (Canada Life of America Variable Annuity Account 1)
Obligations of the Parties. 2.1. The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal Fund or state law.
2.3. The Trust the Distributor shall either (i) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing with as many copies of the Trust's prospectus that are used in connection with offering Fund’s or the Contracts issued by the Company.
2.4. The Trust relevant Portfolio’s current prospectus, statement of additional information, annual reports, semi-annual reports and the Distributor shall provide (1) at the Trust's expenseother shareholder communications, one copy including any amendments or supplements to any of the Trust's current Statement of Additional Information foregoing ("SAI") to the Company and to any Contract owner who requests such SAI“Fund Documents”), (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that request; or (ii) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Fund or the Distributor shall require provide the Company with a copy of the Fund’s statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, at its expense, Fund shall provide the Company with copies of its any Fund-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3. The Fund shall bear the costs of printing and distributing Fund Documents and any Fund-sponsored proxy-materials to existing Contract owners whose Contracts are funded by the Fund’s shares. The Company shall bear the costs of printing and distributing the Fund Documents to prospective purchasers of Contracts for which the Fund is serving or is to serve as an investment vehicle. With respect to any prospectuses of the Portfolios that are printed in combination with any one or more Contract prospectus (the “Prospectus Booklet”), the costs of printing Prospectus Booklets for distribution to existing Contract owners shall be prorated to the Fund based on (a) the ratio of the number of pages of the prospectuses for the Portfolios included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Portfolios to the total number of Contract owners; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Portfolios. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) that are not sponsored by the Fund to Contract owners. The Company assumes sole responsibility for ensuring that all such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(a) The Company agrees and acknowledges that the Distributor Fund’s manager, J. & ▇. ▇▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇▇▇”), is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" ▇▇▇” and that all use of any designation comprised in whole or part of such name or ▇▇▇▇▇▇▇▇ (a “▇▇▇▇▇▇▇▇ ▇▇▇▇”) under this Agreement shall inure to the benefit of the Distributor▇▇▇▇▇▇▇▇. Except as provided in Section section 2.5, the Company shall not use any such name or ▇▇▇▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor▇▇▇▇▇▇▇▇. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7(b) The Fund and the Distributor agree and acknowledge that the Company and its affiliates are the sole owner or owners of the name and the ▇▇▇▇ “▇▇▇▇▇▇▇ ▇▇▇▇▇” and that all use of any designation comprised in whole or part of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (a “▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇”) under this Agreement shall inure to the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇. Except as provided in section 2.5, neither the Fund nor the Distributor shall use any ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, subject to the last sentence of this Section 2.4(b). Upon termination of this Agreement for any reason, the Fund and the Distributor shall cease all use of any ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable, subject to the last sentence of this Section 2.4(b). Nothing in this Section 2.4(b) shall prohibit the Distributor from using any ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ in any documents or materials to the extent that such use is permitted under any other agreement by and between the Distributor and any affiliate of the Company or has been authorized by any such affiliate of the Company.
(a) The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee the Distributor a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust Fund or the Distributor ▇▇▇▇▇▇▇▇ is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of advertising, sales literature or other promotional material in which the Trust Fund, the Portfolios or the Distributor ▇▇▇▇▇▇▇▇ is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust Fund or its designee the Distributor reasonably objects to such use prior to such use.
(b) The Distributor will provide to the Company, within three fifteen (15) Business Days after receipt the end of a calendar quarter, or as soon thereafter as is reasonably practicable, the following information with respect to each Portfolio as of the last day of such material.
2.8calendar quarter: the Portfolio’s ten largest portfolio holdings (based on the percentage of the Portfolio’s net assets); the five industry sectors in which the Portfolio’s investments are most heavily weighted; and year-to-date SEC standardized performance data. In addition, the Distributor agrees to provide to the Company, within fifteen (15) Business Days after a request is submitted to the Distributor by the Company, the following information with respect to each Portfolio, each as of the date or dates specified in such request: net asset value and net asset value per Share. The Company shall not give any Distributor acknowledges that such information may be furnished to the Company’s internal or make any representations or statements on behalf independent auditors and to the insurance departments of the Trust or concerning various jurisdictions in which the Trust or the Distributor Company does business. The information referred to in connection with the sale of the Contracts other than information or representations contained this Section 2.5(b) will only be used in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time)Company advertisements, annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by in accordance with Section 2.5(a).
(c) The Distributor shall furnish, or cause to be furnished, to the Trust Company a copy of each Fund or its designee, except as required by legal process Portfolio prospectus or regulatory authorities or statement of additional information in which the Company is named prior to the filing of such document with the prior written permission of the Trust, the Distributor or their respective designeesSEC. The Trust and the Distributor agree shall furnish, or shall cause to respond be furnished, to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably requireeach piece of advertising, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, material in which the Company will provide pass-through voting privileges is named, at least ten Business Days prior to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trustits use. The Trust No such material shall require all Participating Insurance Companies to calculate voting privileges in the same manner and be used if the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect reasonably objects to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held such use prior to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionsuch use.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 section 2.1. and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request: or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3. The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4. The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination Termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Participation Agreement (Ge Life & Annuity Assurance Co Iv), Fund Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account Ii)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing Ming of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The , the Trust and the Distributor shall either (a) provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require be responsible for its pro-rated share of the printing costs. The Trust shall provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs (unless Janus Capital Corporation or the Trust, pursuant to the terms of the letter to Company dated September 15, 1998, is required to bear the costs) of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Such consent will not be unreasonably withheld and if no written objection is received within 10 business days of receipt, approval will be deemed given. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 3 contracts
Sources: Fund Participation Agreement (Lincoln Life Flexible Premium Variable Life Account S), Fund Participation Agreement (Lincoln Life Varibale Annuity Account Q), Fund Participation Agreement (Lincoln Life Flexible Premium Variable Life Account M)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 2.2 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the NASD Rules of Fair Practice, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Rules of Fair Practice, and state law.
2.18. Each party hereby shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 3 contracts
Sources: Participation Agreement (Preferred Life Variable Account C), Participation Agreement (Preferred Life Variable Account C), Participation Agreement (Usallianz Variable Insurance Products Trust)
Obligations of the Parties. 2.1. (a) The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs of such registration and qualification of shares of the Portfoliosqualification, preparation and filing of the documents listed in this Section 2.1 Fund’s prospectus and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectusesregistration statement, proxy materials and reports, the printing of any such materials, the preparation of all statements and periodic reports of the Trust to the Contract owners as notices required to be distributed to such Contract owners under applicable by any federal or state law, and all taxes on the issuance or transfer of the Fund’s shares.
2.3. The Trust (b) Standard shall provide such documentation (including a final copy register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the Trust's prospectus various states. Standard shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to time as set in type or in camera-ready copy) and other assistance as is reasonably necessary required in order for to effect the Company to print together in one document the current prospectus for continuous offering of the Contracts issued or as may otherwise be required by the Company and the current prospectus for the Trustapplicable law. The Trust Standard shall bear the expense costs of printing copies of its current prospectus that will be distributed to existing Contract ownerssuch registrations and qualification, and the Company shall bear the expense preparation and printing of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companyall necessary materials.
2.4. (c) The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund will, at its expense, shall provide the Company Standard with such documentation, including prospectuses, copies of its proxy material, periodic reports to shareholders shareholders, statements of additional information and other communications to shareholders in such quantity as the Company Standard shall reasonably require for purposes of distributing to Contract owners. .
(d) Standard will at its own expense distribute such prospectuses, proxy materials, periodic reports to shareholders, statements of additional information and other communications of the Fund to Contract owners as required to be distributed under applicable federal or state law.
(e) The Trust, at the Company's expense, Fund shall provide the Company Standard with copies of its prospectus, periodic reports to shareholders and other shareholder communications to shareholders in such quantity as the Company Standard shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract ownersStandard.
2.6. (f) The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall Fund will use its best efforts to provide the CompanyStandard, on a timely basis, with such information about the TrustFund, the Portfolios and the Distributor, in such form as the Company Standard may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to of the Contracts.
2.10. The Trust and the Distributor shall (g) Standard will not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company Fund or concerning Distributor in connection with the Companysale of the Contracts other than information or representations contained in the registration statement or prospectus for the Fund (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Fund, Fund-sponsored proxy statements, or in sales literature or other promotional material approved by the Fund or Underwriter, except with the written permission of the Fund or Underwriter.
(h) Neither the Fund or the Distributor will give any information or make any representations or statements on behalf of Standard, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisStandard.
2.11. (i) So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company Standard will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the TrustFund. The Trust Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company Standard shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the TrustFund. With respect to each registered Account, the Company Standard will vote shares of each Portfolio of the Trust Fund held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company Standard and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the TrustFund, which consent may be withheld in the Trust's Fund’s sole discretion. The Company Standard reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company (j) Standard and the Trust Fund will each provide to the other information about the results of any regulatory examination relating to the Contracts or the TrustFund, including relevant portions of any "deficiency letter" letter and any response thereto.
2.13. No compensation shall (k) Each party to this Agreement will maintain and preserve all records as required by law to be paid by maintained and preserved in connection with providing the Trust services to the Company, or by the Company Accounts and in making shares available to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothAccounts.
Appears in 2 contracts
Sources: Fund Participation Agreement (Standard Insurance Co), Fund Participation Agreement (Standard Insurance Co)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's ’s prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. Expenses will be borne in accordance with Schedule C.
2.4. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company Distributor shall bear the expense of printing provide as many copies of the Trust's prospectus that are used ’s current Statement of Additional Information (“SAI”) as the Company may reasonably request in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require Expenses will be borne in accordance with applicable law in connection with offering the Contracts issued by the Company.Schedule C.
2.5. The Trust, at its expense, Trust shall provide the Company with printed copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing request, with expenses to Contract owners. The Trust, at the Company's expense, shall provide the Company be borne in accordance with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's ’s proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "mark “▇▇▇▇▇" ” and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ mark under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ mark on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor, which consent shall not be unreasonably withheld. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ mark as soon as reasonably practicable.
2.7. The Upon request, the Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis, but in no event not longer than five (5) Business Days after receipt of request for approval. The Company shall adopt and implement procedures reasonably designed to ensure that "“broker only" ” materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis, but in no event not longer than five (5) Business Days after receipt of request for approval.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares :
(a) Provide a list of each Portfolio Contract owners as of the record date to the Trust held by a registered Account or its agent in order to permit the Trust to send solicitation material and for which no timely gather voting instructions from Contract owners are on behalf of the Company. The Company shall also provide such other information to the Trust as is reasonably necessary in order for the Trust to properly tabulate votes for Trust initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for the properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
(b) Solicit voting instructions from Contract owners itself and vote shares of the Portfolio in accordance with instructions received from Contract owners. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as those shares of the Portfolio for which voting instructions are have been received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its ’s sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both, if so specified in Schedule B hereto.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Alger" and that all use of any designation ▇▇ ▇ny ▇▇▇▇gnation comprised in whole or part of such name or ▇mark under this Agreement sh▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ mark on its own behalf or on behalf b▇▇▇▇f of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ mark as soon as reasonably practicablepra▇▇▇▇able.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent thatex▇▇▇▇ ▇▇at, the Commission interprets the 1940 Act to require pass-pass- through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid ▇▇ ▇▇▇▇ by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Bma Variable Life Account A), Participation Agreement (Great American Reserve Variable Annuity Account F)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Trust's expense) with as many copies of the Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the request for Contract owners as required to be distributed to for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall distribute any Trust-sponsored proxy materials to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall provide the materials described in this Section 2.2 at least three weeks prior to the effective date or intended distribution date of such materials, whichever is later.
(a) The Company shall bear the costs of distributing the Trust's prospectus as set in type or in camera-ready copy) prospectus, statement of additional information, shareholder reports and other assistance shareholder communications to applicants for policies for which the Trust is serving or is to serve as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trustan investment vehicle. The Trust shall bear the expense costs of printing copies of its current prospectus that will be distributed to existing Contract ownersdistributing proxy materials (or similar materials such as voting solicitation instructions), and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expenseprospectus, one copy statement of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAIadditional information, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic shareholder reports to shareholders and other shareholder communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, at the Company's expensespecifically prospectuses, shall provide the Company with copies statements of its periodic additional information, shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust or as filed in definitive form with the SEC, and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees Parties each agree and acknowledges acknowledge that it has no rights to the Distributor is the sole owner of the name and name, log, brand or ▇▇▇▇ "▇▇▇▇▇" of the other Party or its affiliates and that all use of any designation comprised in whole or part of any such name name, log, brand or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts by a Party is prohibited without the prior written consent of the Distributorother Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any such name the other Party's name, log, brand or ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any response theretosuch stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
2.13(a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c 1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). No compensation The Company may authorize such intermediaries as it deems appropriate (“Correspondents”) to receive orders on the Trust’s behalf for purposes of Rule 22c-1 under the Investment Company Act. The Company shall be paid by liable to the Trust for each Correspondent’s compliance with this Section 1.(d) to the Company, or by same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) Adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the TrustMarket Close; and (2)Determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close.
(b) The Company agrees to provide or cause to be provided, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to promptly upon request by the Trust, the Accounts Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number (“ITIN”), or bothother government-issued identifier (“GII”), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a shareholder(s) or account (if known), of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Company covered by the period of the request.
(c) If the requested information is not on the Company's books and records, the Company agrees to: (a) promptly obtain and transmit the requested information; (b) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (c) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
(d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. All shareholder information shall be transmitted and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information.
(e) The Company will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Company) that violate policies established by the Trust.
Appears in 2 contracts
Sources: Fund Participation Agreement (Northern Lights Variable Trust), Fund Participation Agreement (Northern Lights Variable Trust)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11▇.▇▇. So ▇▇ long as, and to the extent that, the Commission interprets the 1940 Act to require pass-pass- through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13▇.▇▇. No ▇▇ compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Bma Variable Life Account A), Participation Agreement (Bma Variable Annuity Account A)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund required to be so filed. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.22.2 At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Company Underwriter or its designee shall distribute such prospectusesprovide the Company, proxy statements and periodic reports at the Company’s expense, with as many copies of the Trust current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Contract owners as required to be distributed to such Contract owners under applicable federal Company in lieu thereof, the Underwriter or state law.
2.3. The Trust its designee shall provide such documentation (including a final soft copy of the Trust's new prospectus as set in type or or, at the request of the Company, a diskette in camera-ready copythe form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company to print together in one document parties hereto once each year (or more frequently if the current prospectus for the Contracts issued by Shares is supplemented or amended) to have the Company and the current prospectus for the TrustShares conform to the Company’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Trust In the event that the Company requests that the Underwriter or its designee provide the prospectus in a soft copy or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of printing copies of its current providing the prospectus that will be distributed to existing Contract ownersin such format, and the Company shall bear the expense of printing copies adjusting or changing the format to conform with any of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companyits Contract prospectuses or related materials.
2.42.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund or its designee, at its expense, shall print and provide such statement of additional information to the Company with copies (or a master of its proxy material, periodic reports such statement suitable for duplication by the Company) for distribution to shareholders and other communications to shareholders in such quantity as any owner of a Contract funded by the Company shall reasonably require for purposes of distributing to Contract ownersShares. The TrustFund or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company with copies free of its periodic charge copies, if and to the extent applicable to the Shares, of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee designee, a copy of each Contract language that would be used in any prospectus and/or for the Contracts or statement of additional information describing for the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Contracts in which the Trust Fund, the Underwriter or the Distributor BAL (“Fund Parties”) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Upon request, the Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of sales literature or other promotional material in which the Trust Fund, the Underwriter or the Distributor BAL is named, at least five ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Trust or its designee Fund Parties reasonably objects to such use within three Business Days after receipt of such materialuse.
2.8. 2.6 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a) the Company’s annual financial report (prepared under generally accepted accounting principles (“GAAP”, if any);
(b) the Company’s quarterly statements, if any;
(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and
(d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.
2.7 The Company shall not give any information or make any representations or statements on behalf of the Trust Fund or Underwriter or concerning the Trust Fund, the Underwriter or the Distributor BAL in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designeeUnderwriter, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersUnderwriter.
2.9. The Trust 2.8 Neither the Fund nor the Underwriter shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement statements or prospectus for the Contracts Contract prospectuses (as such registration statement and prospectus statements or Contract prospectuses may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company agrees shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to respond time as required in order to any request effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for approval on a prompt sale to the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.10 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, holders: (a) the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Account and for which no timely voting instructions from Contract owners or Contract holders are received received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as those shares the Company votes Shares held by the Account for which timely voting instructions are received. The received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its Fund’s sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Separate Account Ii of Integrity Life Insurance Co), Fund Participation Agreement (Separate Account Ii of National Integrity Life Insurance Co)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type type, computer disk or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type type, computer disk or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any material issues resulting from any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Reliastar Bankers Security Life Insurance Co), Participation Agreement (Select Life Variable Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at its expense) with as many copies of the Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the request for Contract owners as required to be distributed to for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall distribute any Trust-sponsored proxy materials to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials.
(a) The Company shall bear the up-front costs of distributing the Trust's prospectus as set in type or in camera-ready copy) prospectus, statement of additional information, shareholder reports and other assistance shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as is reasonably necessary in order an investment vehicle. The Company shall issue an invoice to the Trust for the cost of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle, and the Trust shall, within thirty (30) days of receipt of the invoice, reimburse the Company to print together in one document the current prospectus for the Contracts issued by costs of distribution depicted in the Company and the current prospectus for the Trustinvoice. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, at the Company's expensespecifically prospectuses, shall provide the Company with copies statements of its periodic additional information, shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust or as filed in definitive form with the SEC, and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees Parties each agree and acknowledges acknowledge that it has no rights to the Distributor is the sole owner name, log, brand or mark of the name and ▇▇▇▇ "▇▇▇▇▇" other Party or its affiliates and that all use of any designation ▇▇▇▇gnation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name name, log, brand or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts mark by a Party is prohibited without the prior written consent of the Distributor▇▇▇ other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any such name the other Party's name, log, brand or ▇▇▇▇ mark as soon as reasonably practicable.
2.7. The (a) With respe▇▇ ▇o each Portfolio to be included in the Company's list of investment subaccounts, the Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which Company intends to list the Trust or its investment adviser(s) prior to the Distributor is named contemporaneously with Company including the filing Trust in the Company's list of such document with the Commissioninvestment subaccounts. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
2.12 The Trust will immediately notify the Company ▇▇ (▇) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any response theretosuch stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
2.13(a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c 1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"). No compensation The Company may authorize such intermediaries as it deems appropriate ("Correspondents") to receive orders on the Trust's behalf for purposes of Rule 22c-1 under the Investment Company Act. The Company shall be paid by liable to the Trust for each Correspondent's compliance with this Section 2.14(a) to the Company, or by same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) Adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the TrustMarket Close; and (2)Determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close.
(b) The Company agrees to provide or cause to be provided, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to promptly upon request by the Trust, the Accounts Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number ("ITIN"), or bothother government-issued identifier ("GII"), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a shareholder(s) or account (if known), of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Company covered by the period of the request.
(c) If the requested information is not on the Company's books and records, the Company agrees to:
(a) promptly obtain and transmit the requested information; (b) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (c) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
(d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the NSCC Standardized Data Reporting Format. All shareholder information shall be transmitted and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information.
(e) The Company will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Company) that violate policies established by the Trust.
Appears in 2 contracts
Sources: Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company with as many copies of the Trust’s Shares’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set Shares’ statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Trust shall bear the costs of printing the Trust’s Shares’ prospectus, statement of additional information, shareholder reports and other shareholder communications (“Trust Shareholder Materials”) to Contract owners of policies for which the Trust is serving as an investment vehicle, and the costs of distributing supplements to the Trust’s Shares’ prospectus to Contract owners. Except as noted above, the Company shall bear the costs of distributing Trust Shareholder Materials to Contract owners, and the costs of printing and distributing Trust Shareholder Materials for applicants for policies. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. Costs shall be allocated to reflect the Trust’s share of the total costs determined according to the number of pages of the Trust’s respective portions of the documents.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Janus International Holding LLC (“Janus Holding”) or its affiliate is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" and that all use of any designation comprised .” All references contained in whole or part of such this Agreement to “the name or ▇▇▇▇ under ‘Janus’” shall include but not be limited to the Janus logo, the website ▇▇▇.▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. Neither the Service Provider, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or ▇▇▇▇ “▇▇▇▇▇” or make representations regarding the Trust, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, Janus Holding, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Service Provider will make no use of the name or ▇▇▇▇ “▇▇▇▇▇” except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. All goodwill associated with the name and ▇▇▇▇ “▇▇▇▇▇” shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name Janus Holding or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributoraffiliate. Upon termination of this Agreement for any reason, the Company Service Provider shall immediately cease any and all use of any such name or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five fifteen (15) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen (15) Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those shares Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its ’s sole discretion.
2.122.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts’ investment therein. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to additional applicable state insurance laws that restrict the Contracts Portfolios’ investments, or otherwise affect the Trust, including relevant portions operation of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to after the Company, or by the Company to the Trust, under date of this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothAgreement.
Appears in 2 contracts
Sources: Fund Participation Agreement (COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York), Fund Participation Agreement (Coli Vul 2 Series Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of 2.2 At the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy option of the Trust's prospectus as set in type or in camera-ready copy, the Trust shall either (a) and other assistance as is reasonably necessary in order for provide the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇Northern Lights" and that all use of any designation comprised in whole or part of such name Northern Lights or the names of the Portfolios (each a "Fund ▇▇▇▇ ▇") under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Fund ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Fund ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall use its best efforts to notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Fund Participation Agreement (PHL Variable Accumulation Account II), Fund Participation Agreement (PHL Variable Accumulation Account II)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. At the Company's request, the Trust will also provide such materials on computer diskette in such "read-only" format as mutually agreed upon by the parties. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing or otherwise reproducing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. If the Company elects to include any such materials on its Website, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Reliastar Bankers Security Life Insurance Co), Fund Participation Agreement (Separate Account One of Northern Life Insurance Co)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. At the Company's request, the Trust will also provide such materials on computer diskette in such "read-only" word processing format as mutually agreed upon by the parties. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing or otherwise reproducing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. If the Company elects to include any such materials on its Website, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.9 The Company reserves shall notify the rightTrust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws, provided that the Company shall incur no liability to the extent permitted Trust by law, to vote shares held in any Account in its sole discretionreason of this section.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Reliastar Select Life Variable Account), Participation Agreement (Reliastar Life Ins Co of New York Var Life Sep Acct I)
Obligations of the Parties. 2.13.1. The Trust shall Fund will prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.23.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners Fund will either: (a) provide the Company with as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy many copies of the TrustFund's prospectus current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as set in type the Company will reasonably request; or in (b) provide the Company with a camera-ready copy) and , computer disk or other assistance as is reasonably necessary in order for the Company medium agreed to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus parties of such documents in a form suitable for the Trustprinting. The Trust shall Fund will bear the expense cost of typesetting and printing copies such documents and of its current prospectus that will be distributed distributing such documents to existing Contract owners, and the . The Company shall will bear the expense cost of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companydistributing such documents to prospective Contract owners and applicants as required.
2.43.3. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund, at its expense, shall either will:
(a) distribute its proxy materials directly to the appropriate Contract owners; or
(b) provide the Company or its mailing agent with copies of its proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall will reasonably require and the Company will distribute the materials to existing Contract owners and will ▇▇▇▇ the Fund for purposes the reasonable cost of distributing such distribution. The Fund will bear the cost of tabulation of proxy votes.
3.4. With respect to any matter put to vote of the holders of Fund shares or Portfolio shares ("Voting Shares"), if and to the extent required by law, the Company will:
(a) provide for the solicitation of voting instructions from Contract owners;
(b) vote Voting Shares of each Portfolio held in the Account in accordance with instructions or proxies timely received from Contract owners; and
(c) vote Voting Shares of the Portfolios held in the Account for which no timely instructions have been received, in the same proportion as Voting Shares of such Portfolio for which instructions have been received from the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The TrustCompany reserves the right to vote Fund shares held in any segregated asset account in its own right, at to the Company's expenseextent permitted by law. The Company will be responsible for assuring that voting privileges for the Account are determined in a manner consistent with the provisions set forth above.
3.5. The Company will prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, shall provide notices, prospectuses and statements of additional information of the Contracts. The Company with copies will bear the cost of its periodic reports to shareholders registration and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering qualification of the Contracts issued by and preparation and filing of documents listed in this Section 3.5. The Company also will bear the Company. If requested by cost of typesetting, printing and distributing the Company documents listed in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports this Section 3.5 to shareholders existing and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to prospective Contract owners.
2.63.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall will furnish, or will cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust Fund or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnishAdviser, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust Fund or the Distributor Adviser is named, at least five ten (10) Business Days prior to its use. No such material shall will be used if the Trust Fund or its designee the Adviser reasonably objects to such use within three five (5) Business Days after receipt of such material.
2.83.7. The Company shall will not give any information or make any representations or statements on behalf of the Trust Fund or concerning the Trust or the Distributor Fund in connection with the sale of the Contracts other than the information or representations contained in and accurately derived from the registration statement, prospectus or statement or prospectus of additional information for the Trust shares (Fund shares, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual or in reports of or proxy statements for the TrustFund, Trust-sponsored proxy statementsor in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other promotional material approved provided by the Trust Fund or its designeeby the Adviser, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, Fund or the Distributor or their respective designeesAdviser. The Trust Fund and the Distributor Adviser agree to respond to any request for approval on a prompt and timely basis. The Nothing in this Section 3.7 will be construed as preventing the Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about or its employees or agents from giving advice on investment in the Trust or the Distributor are not distributed to existing or prospective Contract ownersFund.
2.93.8. The Trust shall use its best efforts Distributor will furnish, or will cause to provide the Companybe furnished, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as to the Company may reasonably requireor its designee, as each piece of sales literature or other promotional material in which the Company shall or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably request in connection with the preparation objects to such use within five (5) Business Days after receipt of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contractssuch material.
2.103.9. The Trust Fund and the Distributor shall will not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts each Account, or the Contracts other than the information or representations contained in and accurately derived from the a registration statement, prospectus or statement or prospectus of additional information for the Contracts (Contracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution including to Contract owners, or in sales literature or other promotional materialsmaterial provided by the Company, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.113.10. So long asThe Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, and all amendments to any of the above, that relate to the extent thatFund or its shares, promptly after the Commission interprets filing of such document with the 1940 Act to require pass-through voting privileges for Contract owners, the SEC.
3.11. The Company will provide pass-through to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting privileges instructions, and all amendments to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios any of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring above, that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating relate to the Contracts or each Account, promptly after the Trustfiling of such document with the SEC.
3.12. For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including relevant portions brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any "deficiency letter" other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any response theretoother material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.133.13. No compensation shall be paid by The Fund and the Trust Distributor hereby consent to the Company's use of the name Nations Separate Account Trust and the names of the Portfolios listed on Schedule 2, as may be amended from time to time, in connection with marketing the Contracts, subject to the terms of Sections 3.6 and 3.7 of this Agreement. Such consent will terminate with the termination of this Agreement.
3.14. The Distributor will be responsible for arranging for the calculation of the performance information for the Fund. The Company will be responsible for calculating the performance information for the Contracts. As between the Company and the Distributor, the Distributor will be liable to the Company for any material mistakes it makes in calculating the performance information for the Fund which cause losses to the Company. The Company will be liable to the Distributor for any material mistakes it makes in calculating the performance information for the Contracts that cause losses to the Distributor. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or by the Fund, as appropriate. The Fund and the Distributor agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, Contracts in accordance with applicable state and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothfederal law.
Appears in 2 contracts
Sources: Participation Agreement (Sun Life of Canada U S Variable Account F), Participation Agreement (Sun Life (N.Y.) Variable Account J)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other Trust-sponsored shareholder communications, including any amendments or supplements to the foregoing, as the Company shall reasonably request (at the Trust's expense for existing Contract owners and that at the Company's expense for prospective owners); or (b) provide the Company with a camera ready copy, a computer disk or other electronic communication of such documents in a form suitable for printing. The Trust (at its expense) shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to prospective owners of Contracts for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other Trust-sponsored shareholder communications to existing Contract owners for which the Trust is serving as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust will provide notice to all Participating Insurance Companies including the Company each time the Trust amends or supplements the Trust's current prospectus or statement of additional information indicating to the Participating Insurance Companies whether Janus has determined that such supplement is for fulfillment purposes only. The Company will deliver such supplements in accordance with applicable law, plan documents, or variable contract requirements. In the event the Trust initiates the merger or liquidation of a Portfolio, the Trust will bear, or arrange for others to bear, the Company's internal and out-of-pocket costs associated with the aforementioned actions. Company agrees to use its best efforts to minimize any costs incurred and shall provide the Trust or its designated agent with acceptable documentation of any such costs incurred.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Riversource of New York Account 8), Fund Participation Agreement (Riversource Variable Life Separate Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information infointation of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set Shares' statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) If the Company elects to print shareholder communications pursuant to 2.2 (b) above, the Company shall bear the costs of printing the Trust's Shares' prospectus, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle, as well as the statement of additional information. The Company shall bear the costs of distributing such prospectuses, statements of additional information, shareholder reports and other shareholder communications to policy owners and applicants. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Janus International Holding LLC ("Janus Holding") or its affiliate is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇," and that all use of any designation comprised All references contained in whole or part of such this Agreement to "the name or ▇▇▇▇ under 'Janus' and/or "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"' shall include but not be limited to the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ logo, the website ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. Neither the Company, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or ▇▇▇▇ "▇▇▇▇▇" and/or "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," including any derivations thereof, or make representations regarding the Trust, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, Janus Holding, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Company will make no use of the name or ▇▇▇▇ "▇▇▇▇▇" and/or "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," including any derivations thereof, except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. All goodwill associated with the name and ▇▇▇▇ "▇▇▇▇▇" and/or "▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," including any derivations thereof, shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name Janus Holding or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributoraffiliate. Upon termination of this Agreement for any reason, the Company shall immediately cease any and all use of any such name or Janus and/or Janus ▇▇▇▇▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five fifteen (15) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen (15) Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract variable policy owners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract policy owners are received as well as Shares it owns that are held by that Account, in the same proportion as those shares Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts' investment therein. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to additional applicable state insurance laws that restrict the Contracts Portfolios' investments, or otherwise affect the Trust, including relevant portions operation of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to after the Company, or by the Company to the Trust, under date of this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothAgreement.
Appears in 2 contracts
Sources: Participation Agreement (Horace Mann Life Insurance Co Separate Account), Participation Agreement (Horace Mann Life Insurance Co Separate Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder shareholders reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed distribute to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used use in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI), (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract Contracts owners. The Trust, at the Company's expense, shall provide the Company company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributordistributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements statement on behalf of the Trust or concerning the Trust or of the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or of prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges rights in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares share of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Phoenix Life Variable Universal Life Account), Participation Agreement (Phoenix Life Variable Universal Life Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state sate regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction instructions solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company’s expense) with as many copies of the Trust’s Shares’ current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy or PDF format, font embedded or zipped postscript file, of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together with a copy the Shares’ statement of additional information in one document the current prospectus a form suitable for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust will provide these documents within a reasonable period of time so that the Company can distribute them to contract owners in a timely manner.
(a) The Company shall bear the costs of printing and distributing the Trust’s Shares’ prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust or its adviser shall bear all the expenses associated with supplements to the prospectus that correct any errors or omissions made by the Trust within the prospectus.
(b) If the Company elects to include any materials provided by the Trust, at the Company's expensespecifically prospectuses, shall provide the Company with copies of its periodic SAIs, shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract owners.promptly replacing such materials with all updates provided by the Trust
2.6. 2.4 The Company agrees and acknowledges that the Distributor Trust’s adviser, Janus Capital Corporation (“Janus Capital”), is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" ” and that all use of any designation comprised in whole or part of such name or Janus (a “▇▇▇▇▇ ▇▇▇▇”) under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to “the Distributorname or ▇▇▇▇ ‘▇▇▇▇▇’” shall include but not be limited to the Janus logo, the website ▇▇▇.▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. The Company will make no use of the name or ▇▇▇▇ “▇▇▇▇▇” except as expressly provided in this agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and ▇▇▇▇ “▇▇▇▇▇” shall inure to the benefit of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any such name or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Company shall be necessary if all references contained in such materials regarding Trust are identical to those references that appear in Trust’s current prospectus (or prospectuses) or statement of additional information.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Trust shall be necessary if all references contained in such materials regarding Company are identical to those references that appear in Company’s prospectus (or prospectuses) or statement of additional information.
2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any ay representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those shares Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's ’s sole discretion. The Trust will use its best efforts to provide the Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionwith reasonable advance notice of proxy solicitations and prospectus supplements.
2.12. 2.9 The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Portfolios’ investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I), Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation the Company (including a final copy at the Trust’s expense) with as many copies of the Trust's prospectus as set in type or in cameracurrent prospectus, annual report, semi-ready copy) annual report and other assistance shareholder communications, including any amendments or supplements to any of the foregoing, as is reasonably necessary the Company shall request for existing Contract owners for whom Shares are available through an Account as an investment option in the Contracts; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. If the Trust provides a camera ready copy pursuant to clause (b), then the Trust will pay for the printing costs for each Portfolio in order to provide one copy for each existing Contract owner for whom Shares are available through an Account as an investment option in the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustContracts. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4foregoing, for prospective Contract owners. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies a copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall distribute any Trust-sponsored proxy materialmaterials to Contract owners through a proxy solicitation firm, periodic and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials.
(a) The Company shall bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports to shareholders and other shareholder communications to shareholders in such quantity Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the Company shall reasonably require for purposes costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, at the Company's expensespecifically prospectuses, shall provide the Company with copies statements of its periodic additional information, shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust or as filed in definitive form with the SEC, and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees Parties each agree and acknowledges acknowledge that it has no rights to the Distributor is the sole owner of the name and ▇name, log, brand or m▇▇▇ "▇▇▇▇▇" of the other Party or its affiliates and that all use of any designation comprised in whole or part of any such name name, log, brand or ▇m▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts by a Party is prohibited without the prior written consent of the Distributorother Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, the Company each Party shall cease all use of any such name the other Party's name, log, brand or ▇m▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 To the extent the Company is aware, the Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any response theretosuch stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
2.13(a) The Company confirms that it will be considered the Trust's agent for purposes of Rule 22c-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). No compensation The Company may authorize such intermediaries as it deems appropriate (“Correspondents”) to receive orders on the Trust’s behalf for purposes of Rule 22c-1 under the Investment Company Act. The Company shall be paid by liable to the Trust for each Correspondent’s compliance with this Section 1.(d) to the Company, or by same extent as if the Company itself had acted or failed to act instead of the Correspondent. The Company acknowledges that it has: (1) Adopted and implemented procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior to the TrustMarket Close; and (2) Determined that each Correspondent has adopted and implemented its own internal procedures reasonably designed to prevent orders received after the Market Close on any day that a Fund is open for business from being improperly aggregated with orders received prior the Market Close.
(b) The Company agrees to provide or cause to be provided, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to promptly upon request by the Trust, the Accounts Taxpayer Identification Number ("TIN"), the International/Individual Taxpayer Identification Number (“ITIN”), or bothother government-issued identifier (“GII”), if known, and the amount and date of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Company covered by the period of the request.
(c) If the requested information is not on the Company's books and records, the Company agrees to: (a) promptly obtain and transmit the requested information; (b) obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or (c) if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary. In such instance, the Company agrees to inform the Trust whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
(d) The Company agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the NSCC Standardized Data Reporting Format. All shareholder information shall be transmitted and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information.
(e) The Company will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Company) that violate policies established by the Trust.
Appears in 2 contracts
Sources: Fund Participation Agreement (Northern Lights Variable Trust), Fund Participation Agreement (Northern Lights Variable Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing; or (c) provide the Company copies of the foregoing documents electronically. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company shall distribute such prospectuses, proxy statements no later than 45 days (and periodic reports in no event later than 50 days) after the end of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3Fund's reporting period. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the Distributorname or ▇▇▇▇ '▇▇▇▇▇'" shall include but not be limited to the Janus logo, the website ▇▇▇.▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. The Company will make no use of the name or ▇▇▇▇ "▇▇▇▇▇" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and ▇▇▇▇ "▇▇▇▇▇" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any such name or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Conseco Variable Annuity Account C), Fund Participation Agreement (Conseco Variable Annuity Account E)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company’s expense) with as many copies of the Trust’s Shares’ current prospectus, annual report, semi-annual report, Trust Documents, and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy, portable document format (PDF) or other electronic form of such prospectuses, proxy statements and periodic reports of the Trust documents in a form suitable for printing or adding to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3a website. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set Shares’ statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, shall Trust will provide these documents within a reasonable period of time so that the Company with copies of its periodic reports can distribute them to shareholders and other contract owners in a timely manner.
(a) If the Company elects to print shareholder communications pursuant to shareholders in such quantity as 2.2(b) above, the Company shall reasonably request bear the costs of printing the Trust’s Shares’ prospectus, shareholder reports, Trust Documents, and other shareholder communications to owners of and applicants for use policies for which Shares of the Trust are serving or are to serve as an investment vehicle, as well as the statement of additional information. The Company shall bear the costs of distributing such prospectuses, statements of additional information, shareholder reports and other shareholder communications to policy owners and applicants. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in connection accordance with offering applicable federal and state securities laws.
(b) If the Contracts issued Company elects to include any materials provided by the Company. If requested by the Company in lieu thereofTrust, the Trust shall provide such documentation (including a final copy specifically prospectuses, statements of the Trust's additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group plc (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇”) or its affiliate is the sole owner of the name and mark “Janus” and/or “▇▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised ▇▇▇▇.” All references contained in whole or part of such this Agreement to “the name or mark ‘Janus’ and/or ‘▇▇▇▇▇ under ▇▇▇▇▇▇▇▇▇’” shall include but not be limited to the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ logo, the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. Neither the Company, nor its affiliates, employees, or agents shall, without prior written consent of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, use the name or mark “Janus” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, or make representations regarding the Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Company will make no use of the name or mark “Janus” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, except as expressly provided in this Agreement or expressly authorized by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in writing. All goodwill associated with the name and mark “Janus” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ on ▇▇▇▇▇▇▇▇▇ or its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributoraffiliate. Upon termination of this Agreement for any reason, the Company shall immediately cease any and all use of any such name or Janus and/or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇▇▇▇▇▇ ▇▇▇▇(s).
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five fifteen (15) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three fifteen (15) Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those shares Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's ’s sole discretion. The Trust will use commercially reasonable efforts to provide the Company reserves with reasonable advance notice of proxy solicitations and prospectus supplements.
2.9 The Company has determined that the right, investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12Portfolios as a result of the Accounts’ investment therein. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to additional applicable state insurance laws that restrict the Contracts Portfolios’ investments, or otherwise affect the Trust, including relevant portions operation of any "deficiency letter" and any response theretothe Trust after the date of this Agreement.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.2.10 Rule 30e-3
Appears in 2 contracts
Sources: Fund Participation Agreement (C M Life Variable Life Separate Account I), Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The 2.2 At the option of the Trust, the Trust shall either (a) provide the Company (at the Trust’s expense) with as many copies of the Trust’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the request for Contract owners as required to be distributed to for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic such materials.
(a) The Trust shall bear the costs of distributing the Trust’s prospectus, statement of additional information, shareholder reports to shareholders and other shareholder communications to shareholders Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in such quantity as accordance with applicable federal and state securities laws.
(b) If the Company shall reasonably request for use in connection with offering the Contracts issued elects to include any materials provided by the Company. If requested by the Company in lieu thereofTrust, the Trust shall provide such documentation (including a final copy specifically prospectuses, statements of the Trust's additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇" “Northern Lights” and that all use of any designation comprised in whole or part of such name Northern Lights or the names of the Portfolios (each a “Fund ▇▇▇▇ ▇”) under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Fund ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Fund ▇▇▇▇ as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its ’s sole discretion.
2.122.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) (“broker only materials”) is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust’s registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Trust will make every reasonable effort to prevent the issuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account’s interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account G), Fund Participation Agreement (Jefferson National Life of New York Annuity Account 1)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust shall reimburse the Company for the reasonable cost of distribution of Trust-sponsored proxy materials. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Participation Agreement (Mony America Variable Account L), Participation Agreement (Mony Variable Account A)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectusesAs mutually agreed, proxy statements and periodic reports of the Trust to or the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust Adviser shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI Prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company shall require in accordance with applicable law electronic format (PDF or other agreed upon format) of such documents in connection with offering the Contracts issued by the Company.
2.5a form suitable for printing. The Trust, at its expense, Trust or the Adviser shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes distribution to Contract owners. All such documents shall be provided to the Company at least 10 days prior to the date that the Company is legally obligated to file or provide copies to any regulatory body or to Contract owners. In the event that such documents are not provided in a timely manner, the Adviser shall pay any extraordinary out-of--pocket expenses, such as overtime printing or mailing surcharges, reasonably incurred by the Company in timely filing or delivering such documents where such expenses result solely from the Adviser's failure to provide such documents in a timely manner. The Company will notify the Adviser of its commencement of extraordinary measures as soon as practicable.
2.3. The Trust and Company shall pay no fee or other compensation to each other under this Agreement. All expenses incident to the performance of the Company's obligations under this Agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this Agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Prospectus, shareholder reports and other shareholder communications to Contract owners for which the Trust is serving or is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The TrustCompany assumes sole responsibility for ensuring that all proxy materials are delivered to Contract owners in accordance with applicable federal and state securities laws, upon proper delivery by the Trust and/or instruction, from Trust and/or the Adviser. Without limiting the foregoing, Company agrees that it shall, at the Company's expenseits sole cost and expense and in compliance with applicable federal and state law (i) develop and maintain application forms, shall provide the Company with copies of its periodic reports to shareholders confirmations and other communications to shareholders appropriate forms and documents, and file and obtain approval of such forms and documents in such quantity as the Company shall reasonably request for use in connection with offering each state where the Contracts issued by are offered; (ii) prepare, print and distribute Prospectuses, statements of additional information and periodic shareholder reports for the Company. If requested by the Company in lieu thereofContracts, the Trust shall provide such documentation Accounts and Funds (including a final copy of except to the Trust's proxy materialsextent otherwise agreed above, periodic reports with respect to shareholders the Funds only); and other communications to shareholders(iii) operate, as set in type or in camera-ready copy) administer and other assistance as reasonably necessary in order for maintain the Company to print such shareholder communications for distribution to Contract ownersContracts and Accounts.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.72.4. The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Prospectus in which the Trust or the Distributor is named contemporaneously with at least ten Business Days prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.82.5. The Company and the Distributor shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations or statements contained in and accurately derived from the registration statement or prospectus Prospectus for the Trust shares (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designeesits designee.
2.6. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Adviser shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or the Distributor or concerning the CompanyCompany or the Distributor, the Accounts or the Contracts other than information information, statements or representations contained in and accurately derived from the registration statement or prospectus Prospectus for the Contracts (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.112.7. So long as, and to the extent that, that the Commission interprets the 1940 Act to require SEC requires pass-through voting privileges for Contract ownersowners of registered variable Contracts, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate handle voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received.
2.8. The Company and its agents will in no way recommend shall promptly notify the Trust of any applicable state insurance laws that restrict the Funds' investments or oppose or interfere with otherwise affect the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent operation of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company Trust and shall promptly notify the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Variable Separate Account of Anchor National Life Insur Co), Fund Participation Agreement (Variable Separate Account of Anchor National Life Insur Co)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state sate regulators requiring such filing all with shareholder reports, notices, proxy materials (or similar materials such as voting instruction instructions solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company’s expense) with as many copies of the Trust’s current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy or PDF format, font embedded or zipped postscript file, of such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust will provide these documents within a reasonable period of time so that the Company can distribute the documents to Contract owners in a timely manner.
(a) The Company shall bear the costs of printing and distributing the Trust’s prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. The Trust or its adviser shall bear all the expenses associated with supplements to the prospectus that correct any errors or omissions made by the Trust within the prospectus.
(b) If the Company elects to include any materials provided by the Trust, at the Company's expensespecifically prospectuses, shall provide the Company with copies of its periodic SAIs, shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor Trust’s adviser, Janus Capital Corporation (“Janus Capital”), is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" ” and that all use of any designation comprised in whole or part of such name or Janus (a “▇▇▇▇▇ ▇▇▇▇”) under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Company shall be necessary if all references contained in such materials regarding Trust are identical to those references that appear in Trust’s prospectus (or prospectuses) or statement of additional information.
2.8(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is named, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material. No review of sales literature or other promotional material produced by the Trust shall be necessary if all references contained in such materials regarding Company are identical to those references that appear in Company’s prospectus (or prospectuses) or statement of additional information.
2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.9. 2.7 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any ay representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from fro time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to t calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's ’s sole discretion. The Trust will use its best efforts to provide the Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionwith reasonable advance notice of proxy solicitations and prospectus supplements.
2.12. 2.9 The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Portfolios’ investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I), Fund Participation Agreement (Massachusetts Mutual Variable Life Separate Account I)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund required to be so filed. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.22.2 At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Company Underwriter or its designee shall distribute such prospectusesprovide the Company, proxy statements and periodic reports at the Company’s expense, with as many copies of the Trust current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Contract owners as required to be distributed to such Contract owners under applicable federal Company in lieu thereof, the Underwriter or state law.
2.3. The Trust its designee shall provide such documentation (including a final soft copy of the Trust's new prospectus as set in type or or, at the request of the Company, a diskette in camera-ready copythe form sent to the financial printer) and other assistance as is reasonably necessary in order for the Company to print together in one document parties hereto once each year (or more frequently if the current prospectus for the Contracts issued by Shares is supplemented or amended) to have the Company and the current prospectus for the TrustShares conform to the Company’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Trust In the event that the Company requests that the Underwriter or its designee provide the prospectus in a soft copy or diskette format, the Underwriter shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall bear the expense of printing copies of its current providing the prospectus that will be distributed to existing Contract ownersin such format, and the Company shall bear the expense of printing copies adjusting or changing the format to conform with any of its Contract prospectuses or related materials. Should the Underwriter elect to distribute stand-alone summary prospectuses in lieu of statutory prospectuses required under this provision, the Underwriter, Fund, or its designee will meet all legal requirements associated with use of a stand-alone summary prospectus, including, without limitation, set up and maintenance of the Trust's prospectus that required website where all required documents and links to documents are housed and the phone number to be used in connection with offering the Contracts issued by the CompanyContract owners to request delivery of statutory prospectuses, which delivery shall occur within 3 days, or other period as required by law.
2.42.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund or its designee. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund or its designee, at its expense, shall print and provide such statement of additional information to the Company with copies (or a master of its proxy material, periodic reports such statement suitable for duplication by the Company) for distribution to shareholders and other communications to shareholders in such quantity as any owner of a Contract funded by the Company shall reasonably require for purposes of distributing to Contract ownersShares. The TrustFund or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company with copies free of its periodic charge copies, if and to the extent applicable to the Shares, of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust Fund or its designee designee, a copy of each Contract language that would be used in any prospectus and/or for the Contracts or statement of additional information describing for the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Contracts in which the Trust Fund, the Underwriter or the Distributor BAL (“Fund Parties”) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Upon request, the Company shall furnish, or shall cause to be furnished, to the Trust Fund or its designee designee, each piece of sales literature or other promotional material in which the Trust Fund, the Underwriter or the Distributor BAL is named, at least five ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Trust or its designee Fund Parties reasonably objects to such use within three Business Days after receipt of such materialuse.
2.8. 2.6 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a) the Company’s annual financial report (prepared under generally accepted accounting principles (“GAAP”, if any);
(b) the Company’s quarterly statements, if any;
(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders; and
(d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.
2.7 The Company shall not give any information or make any representations or statements on behalf of the Trust Fund or Underwriter or concerning the Trust Fund, the Underwriter or the Distributor BAL in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designeeUnderwriter, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersUnderwriter.
2.9. The Trust 2.8 Neither the Fund nor the Underwriter shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement statements or prospectus for the Contracts Contract prospectuses (as such registration statement and prospectus statements or Contract prospectuses may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company agrees shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Account under the 1940 Act from time to respond time as required in order to any request effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for approval on a prompt sale to the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.10 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, holders: (a) the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Account and for which no timely voting instructions from Contract owners or Contract holders are received received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as those shares the Company votes Shares held by the Account for which timely voting instructions are received. The received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its Fund’s sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Separate Account I of National Integrity Life Ins Co), Fund Participation Agreement (Separate Account I of Integrity Life Insurance Co)
Obligations of the Parties. 2.13.1. The Trust shall Fund will prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.23.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners Fund will either: (a) provide the Company with as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy many copies of the TrustFund's prospectus current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as set in type the Company will reasonably request; or in (b) provide the Company with a camera-ready copy) and , computer disk or other assistance as is reasonably necessary in order for the Company medium agreed to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus parties of such documents in a form suitable for the Trustprinting. The Trust shall Fund will bear the expense cost of typesetting and printing copies such documents and of its current prospectus that will be distributed distributing such documents to existing Contract owners, and the . The Company shall will bear the expense cost of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companydistributing such documents to prospective Contract owners and applicants as required.
2.43.3. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund, at its expense, shall either will:
(a) distribute its proxy materials directly to the appropriate Contract owners; or
(b) provide the Company or its mailing agent with copies of its proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall will reasonably require and the Company will distribute the materials to existing Contract owners and will ▇▇▇▇ the Fund for purposes the reasonable cost of distributing such distribution. The Fund will bear the cost of tabulation of proxy votes.
3.4. With respect to any matter put to vote of the holders of Fund shares or Portfolio shares ("Voting Shares"), if and to the extent required by law the Company will:
(a) provide for the solicitation of voting instructions from Contract owners;
(b) vote Voting Shares of each Portfolio held in the Account in accordance with instructions or proxies timely received from Contract owners; and
(c) vote Voting Shares of the Portfolios held in the Account for which no timely instructions have been received, in the same proportion as Voting Shares of such Portfolio for which instructions have been received from the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The TrustCompany reserves the right to vote Fund shares held in any segregated asset account in its own right, at to the Company's expenseextent permitted by law. The Company will be responsible for assuring that voting privileges for the Account are determined in a manner consistent with the provisions set forth above.
3.5. The Company will prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, shall provide notices, prospectuses and statements of additional information of the Contracts. The Company with copies will bear the cost of its periodic reports to shareholders registration and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering qualification of the Contracts issued by and preparation and filing of documents listed in this Section 3.5. The Company also will bear the Company. If requested by cost of typesetting, printing and distributing the Company documents listed in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports this Section 3.5 to shareholders existing and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to prospective Contract owners.
2.63.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall will furnish, or will cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust Fund or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnishAdviser, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust Fund or the Distributor Adviser is named, at least five ten (10) Business Days prior to its use. No such material shall will be used if the Trust Fund or its designee the Adviser reasonably objects to such use within three five (5) Business Days after receipt of such material.
2.83.7. The Company shall will not give any information or make any representations or statements on behalf of the Trust Fund or concerning the Trust or the Distributor Fund in connection with the sale of the Contracts other than the information or representations contained in and accurately derived from the registration statement, prospectus or statement or prospectus of additional information for the Trust shares (Fund shares, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual or in reports of or proxy statements for the TrustFund, Trust-sponsored proxy statementsor in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other promotional material approved provided by the Trust Fund or its designeeby the Adviser, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, Fund or the Distributor or their respective designeesAdviser. The Trust Fund and the Distributor Adviser agree to respond to any request for approval on a prompt and timely basis. The Nothing in this Section 3.7 will be construed as preventing the Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about or its employees or agents from giving advice on investment in the Trust or the Distributor are not distributed to existing or prospective Contract ownersFund.
2.93.8. The Trust shall Adviser will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably objects to such use its best efforts to provide the Company, on a timely basis, with within five (5) Business Days after receipt of such information about the Trust, the Portfolios material.
3.9. The Fund and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall Adviser will not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts each Account, or the Contracts other than the information or representations contained in and accurately derived from the a registration statement, prospectus or statement or prospectus of additional information for the Contracts (Contracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution including to Contract owners, or in sales literature or other promotional materialsmaterial provided by the Company, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.113.10. So long asThe Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, and all amendments to any of the above, that relate to the extent thatFund or its shares, promptly after the Commission interprets filing of such document with the 1940 Act to require pass-through voting privileges for Contract owners, the SEC.
3.11. The Company will provide pass-through to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting privileges instructions, and all amendments to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios any of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring above, that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating relate to the Contracts or each Account, promptly after the Trustfiling of such document with the SEC.
3.12. For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including relevant portions brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any "deficiency letter" other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any response theretoother material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the ▇▇▇▇ ▇▇▇.
2.133.13. No compensation shall be paid by The Fund and the Trust Adviser hereby consent to the Company's use of the name ▇▇▇▇▇▇ Advisors Trust and the names of the Portfolios listed on Schedule 2, as may be amended from time to time, in connection with marketing the Contracts, subject to the terms of Sections 3.6 and 3.7 of this Agreement. Such consent will terminate with the termination of this Agreement.
3.14. The Adviser will be responsible for calculating the performance information for the Fund. The Company will be responsible for calculating the performance information for the Contracts. The Adviser will be liable to the Company for any material mistakes it makes in calculating the performance information for the Fund which cause losses to the Company. The Company will be liable to the Adviser for any material mistakes it makes in calculating the performance information for the Contracts that cause losses to the Adviser. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or by the Fund, as appropriate. The Fund and the Adviser agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, Contracts in accordance with applicable state and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothfederal law.
Appears in 2 contracts
Sources: Participation Agreement (Wanger Advisors Trust), Participation Agreement (Wanger Advisors Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Trust's expense) with as many copies of the Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the request for Contract owners as required to be distributed to for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such Contract owners under applicable federal or state law.
2.3documents in a form suitable for printing. The Trust shall provide such documentation (including the Company with a final copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall distribute any Trust-sponsored proxy materials to Contract owners through a proxy solicitation firm, and the Company agrees to provide reasonable support and cooperation for any proxy solicitation. The Trust shall provide the materials described in this Section 2.2 at least three weeks prior to the effective date or intended distribution date of such materials, whichever is later.
2.3 (a) The Company shall bear the costs of distributing the Trust's prospectus as set in type or in camera-ready copy) prospectus, statement of additional information, shareholder reports and other assistance shareholder communications to applicants for policies for which the Trust is serving or is to serve as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trustan investment vehicle. The Trust shall bear the expense costs of printing copies of its current prospectus that will be distributed to existing Contract ownersdistributing proxy materials (or similar materials such as voting solicitation instructions), and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expenseprospectus, one copy statement of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAIadditional information, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic shareholder reports to shareholders and other shareholder communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in assumes sole responsibility for ensuring that such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution materials are delivered to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, owners on a timely basis, basis in accordance with such information about the Trust, the Portfolios applicable federal and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contractsstate securities laws.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Pruco Life Variable Universal Account), Fund Participation Agreement (Pruco Life Variable Universal Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The At the option of the Company, the Trust and/or the Underwriter shall either (a) provide the Company with as many copies of portions of the Trust's current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, pertaining specifically to the Portfolios as the Company shall distribute reasonably request; or (b) provide the Company with a camera ready copy of such prospectuses, proxy statements documents in a form suitable for printing and periodic reports from which information relating to each of the series of the Trust other than the Portfolios has been deleted to the Contract owners as required extent practicable. Should the Company wish to be distributed to print any such Contract owners under applicable federal or state law.
2.3document in a different format than that provided by the Trust, the Company shall bear the cost of any format change. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its current statement of additional information, including any amendments or supplements, in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3. The Trust and/or the Underwriter shall bear its proportionate share of the costs of printing and distributing documents including the Trust's prospectus, shareholder reports and other shareholder communications to owners of Contracts for which a Portfolio or Portfolios of the Trust is serving or may serve as an investment vehicle, using the number of pages as a guide. The Company will use its best efforts to control those costs, will submit bills therefor to the Trust for reimbursement, and will advise the Trust semi-annually of how many Contract owners are using the Trust as a funding vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) and statements of additional information to Contract owners, as well as printing and distribution costs relating to prospective owners of Contracts. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4. The Company agrees and acknowledges that the Distributor ▇▇▇▇▇▇▇▇▇▇▇ Capital is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇Quest for Value" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor▇▇▇▇▇▇▇▇▇▇▇ Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor▇▇▇▇▇▇▇▇▇▇▇ Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.72.5. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter that relate to the Trust or its shares and/or in which the Trust Trust, Underwriter or the Distributor Trust's Adviser is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its the Underwriter or their designee each piece of sales literature or other promotional material in which the Trust Trust, Underwriter or the Distributor Trust's Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.82.6. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust Trust, Underwriter or the Distributor Trust's Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its by the Underwriter or their designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, Trust or the Distributor Underwriter or their respective designees. The Trust and the Distributor Underwriter agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust Trust, Underwriter or the Distributor Trust's Adviser are not distributed to existing or prospective Contract owners.
2.92.7. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios Portfolios, the Underwriter and the DistributorTrusts's Adviser, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.102.8. The Trust and the Distributor Underwriter shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.112.9. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate each of their segregated accounts calculates voting privileges in the a manner established by the Trustconsistent with all other Participating Insurance Companies. With respect to each registered Account, the Company will (i) solicit voting instructions from Contract owners; (ii) vote the shares of each Portfolio of the Trust held by a registered Account in accordance with instructions received from Contract owners; and (iii) vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 2 contracts
Sources: Fund Participation Agreement (Occ Accumulation Trust), Fund Participation Agreement (Occ Accumulation Trust)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇ge▇" ▇▇▇" and d that all use of any designation comprised in whole or part of such name or mark ▇▇▇▇ under er this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇mark ▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇mark ▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.accurately
Appears in 2 contracts
Sources: Participation Agreement (Canada Life of New York Variable Annuity Account 1), Participation Agreement (Canada Life of America Variable Annuity Account 1)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's Trusts prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. Expenses will be borne in accordance with Schedule C.
2.4. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company Distributor shall bear the expense of printing provide as many copies of the Trust's prospectus that are used Trusts current Statement of Additional Information (SAI) as the Company may reasonably request in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require Expenses will be borne in accordance with applicable law in connection with offering the Contracts issued by the Company.Schedule C.
2.5. The Trust, at its expense, Trust shall provide the Company with printed copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing request, with expenses to Contract owners. The Trust, at the Company's expense, shall provide the Company be borne in accordance with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the CompanySchedule C hereof. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's Trusts proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" ▇ and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor, which consent shall not be unreasonably withheld. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Upon request, the Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis, but in no event not longer than five (5) Business Days after receipt of request for approval. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" only materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.written
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. (a) The Trust shall provide such documentation (including the Company with a final camera ready copy of the Trust's prospectus as set in type or in cameraShares' current prospectus, statement of additional information, annual report, semi-ready copy) annual report and other assistance as is reasonably necessary in order for the Company shareholder communications, including any amendments or supplements to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies any of the Trust's prospectus that are used foregoing, in connection with offering the Contracts issued a form suitable for printing by the Company.
2.4. (a) The Trust and or its investment adviser shall bear the Distributor shall provide (1) at costs of printing the Trust's expenseprospectus and shareholder reports for Contract owners of policies for which the Trust is serving as an investment vehicle, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the The Company shall reasonably request bear the costs of distributing such prospectuses and reports to Contract owners and for printing and distributing such prospectuses and reports for applicants for policies. The Company shal1 be responsible for printing and distributing statements of additional information and other shareholder communications to policy owners and applicants. The Company assumes sole responsibility for ensuring that the Company shall require such materials are delivered to Contract owners in accordance with applicable law in connection federal and state securities laws.
(b) The Trust will pay or cause to be paid the expenses associated with offering printing, mailing, distributing, solicitation and tabulation of proxy materials to Contract owners with respect to proxies related to the Contracts issued Trust of the Designated Portfolio, consistent with applicable provisions of the 1940 Act.
(c) If the Company elects to include any materials provided by the Company.
2.5. The Trust, at its expensespecifically prospectuses, shall provide the Company with copies of its proxy materialSAIs, periodic shareholder reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. (a) The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Management LLC or its affiliates ("Janus Capital") is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Janus" and that all use of any designation ▇▇▇ d▇▇▇▇▇ation comprised in whole or part of such name or Janus (a "Janus Mark") under this Agreeme▇▇ ▇▇▇▇▇ under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Janus Mark on its own behalf or on behalf ▇▇ ▇▇▇▇▇▇ of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations All references contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.Agreement
Appears in 1 contract
Sources: Fund Participation Agreement (Variable Annuity Account B)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. In addition, at the request of the Company, the Trust shall provide the Company electronic versions of the documents referenced in this paragraph in one of the following formats: EDGA▇, ▇▇T (test file), DOC (Word document) or RFT (Rich Text). The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇ge▇" ▇▇▇" and d that all use of any designation comprised in whole or part of such name or mark ▇▇▇▇ under er this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇mark ▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇mark ▇▇ as soon as reasonably practicable. If it is furnished with all necessary information by the Company sufficiently well in advance, the Trust shall provide the materials described in Sections 2.3-2.5 to the Company at least five Business Days prior to the Company's obligation to mail the materials to Contract owners. If the materials required to be delivered to be delivered by the Trust to the Company pursuant to this Section 2.6 are not delivered as set forth in the preceding sentence, the Trust shall reimburse the Company for any extraordinary out-of-pocket costs caused by the delay (including but not limited to, overtime for printing and mailing).
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.at
Appears in 1 contract
Sources: Participation Agreement (Kemper Investors Life Insurance Co)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI▇▇▇, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustDistributor shall make electronic delivery of Trust Prospectuses and Statements, at its expense, shall provide the Company with copies of its proxy materialAlternative Disclosure Statements (if any), periodic reports to shareholders and other communications proxy solicitation materials available to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company accordance with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.applicable laws
Appears in 1 contract
Sources: Participation Agreement (Metlife Investors Usa Separate Account A)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses2.2 As mutually agreed, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, at its expense, Trust shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Trust shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners for which the Trust is serving or is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual resonable expenses incurred in connection therewith. The Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company agrees and acknowledges that the Distributor is the assumes sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and responsibility for ensuring that all use of any designation comprised proxy materials are delivered to Contract owners in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicableaccordance with applicable federal and state securities laws.
2.7. 2.4 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Advisor is named contemporaneously with at least ten Business Days prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Advisor is named, at least five Business Days prior to its it use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.8. 2.5 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts Advisor other than information or representations or statements contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.6 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor Advisor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information information, statements or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.7 So long as, and to the extent that, that the Commission interprets the 1940 Act to require SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate handle voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares its owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. .
2.8 The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that it is aware of that restrict the Contracts Funds' investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall promptly notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Nations Annuity Trust)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Alger" and that all use of any designation a▇▇ ▇es▇▇▇▇▇ion comprised in whole or part of such name or mark under this Agreement shall in▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ mark on its own behalf or on behalf of behal▇ ▇▇ the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ mark as soon as reasonably practicablepractic▇▇▇▇.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Great American Reserve Variable Annuity Account G)
Obligations of the Parties. 2.1. The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust Fund shall bear the costs cost of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Underwriter shall provide the Company shall distribute such prospectuses, proxy statements and periodic reports with as many printed copies of the Trust Fund's or the relevant Portfolio's current prospectus and statement of additional information (describing only the designated Portfolios of the Account) or, to the Contract owners extent permitted, the Fund's profiles as required to be distributed to such Contract owners under applicable federal or state law.
2.3the Company may reasonably request. The Trust If requested by the Company in lieu thereof, the Fund shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set in type or in camera-PDF, camera ready copy) , or a form suitable for printing of such documents, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if such documents are amended during the year) to print have such documents printed together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trustdocument. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5Alternatively, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of may print the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract Fund's prospectus and/or statement of additional information describing in combination with other fund companies' prospectuses and statements of additional information. All such documents shall be provided to the Contracts, each report Company within time reasonably required to allow for printing and delivery to Contract owners, proxy statement, application for exemption or request for nobut no later than five business days prior to the date the documents are required under then-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause current regulations to be furnishedsent to Contract owners. Except as provided in the following three sentences, to all expenses of printing and distributing Fund prospectuses and statements of additional information shall be the Trust or its designee each piece expense of sales literature or other promotional material in which the Trust or Company. For prospectuses and statements of additional information provided by the Distributor is named, at least five Business Days prior Company to its use. No such material shall be used if the Trust or its designee reasonably objects existing Contract owners in order to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except update disclosure annually as required by legal process the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive PDF or regulatory authorities or with the prior written permission camera ready film in lieu of receiving printed copies of the TrustFund's prospectus, the Distributor or their respective designeesFund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to Contract owners, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company same procedures shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, be followed with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining respect to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate Fund's statement of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Companyadditional information. The Company agrees to respond provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any request for approval on a prompt and timely basis.
2.11. So long as, and prospectuses or statements of additional information other than those actually distributed to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for existing Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Peoples Benefit Life Insurance Co Separate Account V)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing (of which the prospectus, annual report and semiannual report shall describe or pertain to only those Portfolios listed in Schedule B hereto) as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for Contracts for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Janus" and that all use of any designation comprised in whole or part of such name or ▇▇▇le ▇▇ ▇art of Janus (a "Janus Mark") under this Agreement shall inure to the benefit of the Distributor▇▇ ▇▇▇▇▇ ▇apital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Janus Mark on its own behalf or on behalf of the Accounts or Contracts ▇▇▇▇▇▇▇▇▇ in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇Janus Mark(s) as soon ▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, except to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report extent necessary to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf shares of the Trust or concerning the Trust or the Distributor available to Contracts then in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time effect pursuant to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersSection 6.2.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Guardian Separate Account K)
Obligations of the Parties. 2.1. 3.1 The Trust shall Fund will prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. In the event the Fund initiates (i) a reorganization as defined by Section 2 of the 1940 Act, or (ii) changes the Fund's name or the name of a Portfolio, the Fund will bear, or arrange for others to bear, the Company's internal and out-of-pocket costs associated with the aforementioned actions. Company agrees to use its best efforts to minimize any costs incurred and shall provide the Fund or its designated agent with acceptable documentation of any such costs incurred.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 3.2 At the option of the Trust to Company, the Contract owners Fund will either: (a) provide the Company with as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy many copies of the TrustFund's prospectus current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as set in type the Company will reasonably request; or in (b) provide the Company with a camera-ready copy) and , computer disk or other assistance as is reasonably necessary in order for the Company medium agreed to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus parties of such documents in a form suitable for the Trustprinting. The Trust shall Fund or the Distributor will bear the expense cost of typesetting and printing copies such documents and of its current prospectus that will be distributed distributing such documents to existing Contract owners, . The Company will bear the cost of distributing such documents to prospective Contract owners and applicants as required. The Fund will provide written instruction to all Participating Insurance Companies including the Company shall bear each time the expense Fund amends or supplements a Portfolio's current prospectus or statement of printing copies of additional information directing the Trust's prospectus Participating Insurance Companies including the Company as to whether the amendment or supplement is to be provided (a) immediately to Contract owners who have Contract value allocated to a Portfolio or (b) is to be held and combined with another Fund or Contract related mailing as permitted by applicable federal securities laws. The Fund agrees that are used the instruction it gives the Company in connection with offering each instance will be identical to the Contracts issued by the Companyinstruction it provides other Participating Insurance Companies.
2.4. 3.3 The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund, at its expense, shall either will:
(a) distribute its proxy materials directly to the appropriate Contract owners; or
(b) provide the Company or its mailing agent with copies of its proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall will reasonably require and the Company will distribute the materials to existing Contract owners and will ▇▇▇▇ the Fund for purposes the reasonable cost of distributing such distribution. The Fund will bear the cost of tabulation of proxy votes.
3.4 If and to the extent required by law the Company will:
(a) provide for the solicitation of voting instructions from Contract owners;
(b) vote the shares of the Portfolios held in the Account in accordance with instructions received from Contract owners; and
(c) vote shares of the Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Portfolio for which instructions have been received from the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The TrustCompany reserves the right to vote Fund shares held in any segregated asset account in its own right, at to the Company's expenseextent permitted by law.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, shall and in particular, the Fund either will provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16
(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.
3.6 The Company shall reasonably request will prepare and be responsible for use in connection filing with offering the SEC and any state regulators requiring such filing all shareholder reports, notices, prospectuses and statements of additional information of the Contracts. The Company will bear the cost of registration and qualification of the Contracts issued by and preparation and filing of documents listed in this Section 3.6. The Company also will bear the Company. If requested by cost of typesetting, printing and distributing the Company documents listed in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports this Section 3.6 to shareholders existing and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to prospective Contract owners.
2.6. 3.7 The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall will furnish, or will cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust Fund or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnishAdviser, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust Fund or the Distributor Adviser is named, at least five ten (10) Business Days prior to its use. No such material shall will be used if the Trust Fund or its designee ▇▇▇▇▇▇▇ reasonably objects to such use within three five (5) Business Days after receipt of such material.
2.8. 3.8 The Company shall will not give any information or make any representations or statements on behalf of the Trust Fund or concerning the Trust or the Distributor Fund in connection with the sale of the Contracts other than the information or representations contained in and accurately derived from the registration statement, prospectus or statement or prospectus of additional information for the Trust shares (Fund shares, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual or in reports of or proxy statements for the TrustFund, Trust-sponsored proxy statementsor in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other promotional material approved provided by the Trust Fund or its designeeby the Adviser, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, Fund or the Distributor or their respective designeesAdviser. The Trust Fund and the Distributor Adviser agree to respond to any request for approval on a prompt and timely basis. The Nothing in this Section 3.8 will be construed as preventing the Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about or its employees or agents from giving advice on investment in the Trust or the Distributor are not distributed to existing or prospective Contract ownersFund.
2.93.9 ▇▇▇▇▇▇▇ will provide within ten (10) Business Days following the end of each calendar quarter, the Portfolio information, (including, but not limited to, Portfolio composition), that is necessary for the Company to update its sales literature or other promotional materials. The Trust shall use its best efforts ▇▇▇▇▇▇▇ will provide such information via Excel spreadsheet diskette format or in electronic transmission to provide the Company.
3.10 The Fund or ▇▇▇▇▇▇▇ will furnish, on a timely basisor will cause to be furnished, with such information about the Trust, the Portfolios and the Distributor, in such form as to the Company may reasonably requireor its designee, as each piece of sales literature or other promotional material in which the Company shall or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably request in connection with the preparation objects to such use within five (5) Business Days after receipt of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contractssuch material.
2.10. 3.11 The Trust Fund and the Distributor shall ▇▇▇▇▇▇▇ will not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts each Account, or the Contracts other than the information or representations contained in and accurately derived from the a registration statement, prospectus or statement or prospectus of additional information for the Contracts (Contracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution including to Contract owners, or in sales literature or other promotional materialsmaterial provided by the Company, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and 3.12 The Fund will provide to the extent thatCompany at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters that relate to the Commission interprets Fund or its shares at the 1940 Act request of the Company. The Fund will provide to require pass-through voting privileges for Contract owners, the Company all amendments to any of the above contemporaneously with the filing of such document with the SEC or the NASD.
3.13 The Company will provide pass-through to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting privileges instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios any of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring above, that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating relate to the Contracts or each Account, contemporaneously with the Trustfiling of such document with the SEC or the NASD.
3.14 For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such ---- as the Internet or other electronic messages), sales literature (i.e., ---- any written communication distributed or made generally available to customers or the public, including relevant portions brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any "deficiency letter" other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any response theretoother material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
2.13. No compensation shall be paid by 3.15 The Fund and the Trust Adviser hereby consent to the Company's use of the name [insert appropriate trademarked or service marked name or names] in connection with marketing the Contracts, subject to the terms of Sections 3.7 and 3.8 of this Agreement. Such consent will terminate with the termination of this Agreement.
3.16 The Adviser will be responsible for calculating the performance information for the Fund. The Company will be responsible for calculating the performance information for the Contracts. The Adviser will be liable to the Company for any material mistakes it makes in calculating the performance information for the Fund which cause losses to the Company. The Company will be liable to the Adviser for any material mistakes it makes in calculating the performance information for the Contracts which cause losses to the Adviser. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or by the Fund, as appropriate. The Fund and the Adviser agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, Contracts in accordance with applicable state and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothfederal law.
Appears in 1 contract
Sources: Participation Agreement (Riversource Variable Life Separate Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectusesAs mutually agreed, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI Prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company shall require in accordance with applicable law electronic format (PDF or other agreed upon format) such documents in connection with offering the Contracts issued by the Company.
2.5a form suitable for printing. The Trust, at its expense, Trust shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's expense, obligations under this agreement shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company shall bear all costs associated with printing and distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the costs of printing and distributing the Trust's Prospectus, shareholder reports and other shareholder communications to Contract owners for which the Trust is serving or is to serve as an investment vehicle. If requested the parties agree to have such documents printed by the Company in lieu thereofaccordance with Section 2.2(b), the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for reimburse the Company to print for all actual reasonable expenses incurred in connection therewith. The Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such shareholder communications for distribution as voting solicitation instructions) to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the assumes sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and responsibility for ensuring that all use of any designation comprised proxy materials are delivered to Contract owners in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7accordance with applicable federal and state securities laws. The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a draft of each Contract Prospectus in which the Trust is named at least five Business Days prior to the filing of such document with the SEC and a final copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Prospectus in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commissiondocument. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material.
2.8. The Company and the Distributor shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations or statements contained in and accurately derived from the registration statement or prospectus Prospectus for the Trust shares (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designeesits designee. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed shall furnish, or cause to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts be furnished, to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, each piece of sales literature or other promotional material in such form as which the Company may reasonably requireis named, as at least ten Business Days prior to its use. No such material shall be used if the Company shall reasonably request in connection with the preparation objects to such use within ten Business Days after receipt of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10such material. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information information, statements or representations contained in and accurately derived from the registration statement or prospectus Prospectus for the Contracts (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees For purposes of this Article II, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to respond the Trust or any affiliate of the Trust: advertisements (such as material published, or designed for use in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any request for approval on a prompt other advertisement, sales literature, or published article), education or training materials or other communications distributed or made generally available to some or all agents or employees, and timely basis.
2.11registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials. So long as, and to the extent that, that the Commission interprets the 1940 Act to require SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate handle voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves shall promptly notify the right, to Trust of any applicable state insurance laws that restrict the extent permitted by law, to vote shares held Funds' investments or otherwise affect the operation of the Trust and shall promptly notify the Trust of any changes in any Account in its sole discretion.
2.12such laws. The Company Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, as well as such related provisions of the Trust's Amended and Restated Declaration of Trust. Each party agrees to cooperate with the other, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of the Trust and the Accounts. Company agrees to cooperate fully with the Trust so that the Trust may comply with all necessary reporting and disclosure obligations. Company will each coordinate with the Trust on such matters and will provide to the other information about the results of any regulatory examination relating to the Contracts or the TrustTrust all necessary information, including relevant portions of any "deficiency letter" and any response theretodisclosure documents, in a timely manner.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Sun Life of Canada U S Variable Account F)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC (and any state regulators requiring such filing filing) all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and any other documents required of the Trust (e.g., Forms N-SAR and N-CSR) and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Company, the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust (at its expense) shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing with as many copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust ’s current prospectus, annual report, semi-annual report and the Distributor shall provide (1) at the Trust's expenseother shareholder communications, one copy including any amendments or supplements to any of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAIforegoing, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing (except that the Trust may provide the Company shall require with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5). The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic such materials.
(a) The Trust shall bear the costs of distributing the Trust’s prospectus, statement of additional information, shareholder reports to shareholders and other shareholder communications to shareholders in Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companyvoting solicitation instructions) to Contract owners. If requested by the Company in lieu thereof, the The Trust shall provide all such documentation materials to the Company on a timely basis so that the Company can ensure that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(including a final copy of b) If the Company elects to include any materials provided by the Trust's , specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ "▇▇▇▇▇" “Access” and that all use of any designation comprised in whole or part of such name or Access (an “Access ▇▇▇▇ ▇”) under this Agreement shall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or Access ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust; provided, however, that nothing in this Section 2.4 shall be construed as an agreement or concession that the Trust or Adviser have a valid claim to “Access” as a ▇▇▇▇. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Access ▇▇▇▇ as soon as reasonably practicable, except to the extent necessary to service existing Contract Owners investing in Accounts that utilize one or more Portfolios as an investment vehicle.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Adviser is named contemporaneously with within five Business Days after the filing of such document with the Commission. SEC.
(b) The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use in writing within three five Business Days after receipt of such material.
2.8(c) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each prospectus, statement of additional information, report, proxy statement, and all supplements and amendments to any of the above, in which the Company, the Accounts or the Contracts are named or identified, prior to filing of such document with the SEC. The Trust shall make every effort to furnish to the Company at least ten (10) business days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief (and any amendments thereto) naming, pertaining to, or affecting the Company, the Accounts, or the Contracts. In no event shall such documents be furnished to the Company less than five (5) business days prior to such filing.
(d) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least five Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use in writing within five Business Days after receipt of such material.
(e) For purposes of this Section 2.5, “in writing” shall include facsimile and e-mail communications.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from in conformity with the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from in conformity with the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may not be withheld unreasonably withheld.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios’ investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) (“broker only materials”) is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials by the Company or its agents.
2.11 For purposes of Section 2.5, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic communication, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to customers or the public.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's sole discretion’s registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust’s Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account’s registration statement under the 1933 Act relating to the Contracts or each Account prospectus that may affect the offering of Shares of the Trust, including relevant portions of (ii) any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid request by the Trust SEC for any amendment to such registration statement or Account prospectus that may affect the Company, or by the Company to offering of Shares of the Trust, under this Agreement (except iii) the initiation of any proceedings for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging that purpose or for appropriate compensation for, any other services purpose relating to the registration or offering of each Account’s interests pursuant to the Contracts that may affect the offering of Shares of the Trust, or (iv) any other action or circumstances involving the Company or the Accounts that may prevent the lawful offer or bothsale of Shares of the Trust in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Fund Participation Agreement (Titanium Universal Life Variable Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information Prospectuses of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectusesAs mutually agreed, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI Prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company shall require in accordance with applicable law electronic format (PDF) of such documents in connection with offering the Contracts issued by the Company.
2.5a form suitable for printing. The Trust, at its expense, Trust shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3. The Trust and Company shall pay no fee or other compensation to each other under this agreement. All expenses incident to the performance of the Company's obligations under this agreement shall be borne by the Company, except as expressly provided otherwise. All expenses incident to the performance of the Trust's obligation under this agreement shall be borne by the Trust, except as expressly provided otherwise. The Company agrees shall bear all costs associated with printing and acknowledges distributing such documents to persons who are not Contract owners, including the costs of printing Prospectuses that are used for marketing purposes. The Trust shall bear the Distributor costs of printing and distributing the Trust's Prospectus, shareholder reports and other shareholder communications to Contract owners for which the Trust is serving or is to serve as an investment vehicle. If the parties agree to have such documents printed by the Company in accordance with Section 2.2(b), the Trust shall reimburse the Company for all actual reasonable expenses incurred in connection therewith. The Trust shall bear the costs of distributing Trust sponsored proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and responsibility for ensuring that all use of any designation comprised proxy materials are delivered to Contract owners in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicableaccordance with applicable federal and state securities laws.
2.72.4. The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter Prospectus in which the Trust or the Distributor is named contemporaneously with at least ten Business Days prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five Business Days after receipt of such material.
2.82.5. The Company and the Distributor shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations or statements contained in and accurately derived from the registration statement or prospectus Prospectus for the Trust shares (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersits designee.
2.92.6. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or the Distributor or concerning the CompanyCompany or the Distributor, the Accounts or the Contracts other than information information, statements or representations contained in and accurately derived from the registration statement or prospectus Prospectus for the Contracts (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.112.7. So long as, and to the extent that, that the Commission interprets the 1940 Act to require SEC requires pass-through voting privileges for variable Contract owners, pursuant to the Exemption Order or otherwise, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate handle voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate handle voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.8. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and shall promptly notify the Trust will each provide to the other information about the results of any regulatory examination relating to applicable state insurance laws that restrict the Contracts Funds' investments or otherwise affect the Trust, including relevant portions operation of the Trust and shall promptly notify the Trust of any "deficiency letter" and any response theretochanges in such laws.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Nations Annuity Trust)
Obligations of the Parties. 2.1. 2.1 The Trust Fund shall prepare and be responsible for filing with the Commission SEC and any state securities regulators requiring such filing filing, all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses, including summary prospectuses if available, and statements of additional information of the TrustFund required to be so filed. The Trust Fund shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares. For purposes of this Section 2.1, the terms “summary prospectus” shall have the same meaning ascribed to it in Rule 498 of the Securities Act of 1933 (“Rule 498”).
2.2. The Company shall distribute such prospectuses2.2 At least annually, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal Underwriter or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, designee shall provide the Company with copies a PDF of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the current prospectus of the applicable Portfolio(s) suitable for duplication by the Company shall reasonably require for purposes distribution to existing Contract owners whose Contracts are funded by Shares of distributing such Portfolio(s) and to prospective purchasers of Contracts. The Underwriter or its designee will pay the Company’s usual, customary and reasonable printing costs for printing prospectuses for existing Contract owners. The TrustCompany will bear the costs of printing prospectuses for prospective purchasers of Contracts. The Company will provide the Underwriter or its designee with supporting documentation which is sufficient in the reasonable opinion of the Underwriter or its designee to enable the Underwriter or its designee to verify the printing expenses for which the Company requests reimbursement. The Company agrees to use its best efforts to minimize any printing expenses. If the Company prints such documents, Company agrees that any printer it selects shall be a reputable printer within the industry. The Company may use such PDF described above to assist with the updating of any of its Contract prospectuses or related materials in order to have the prospectuses of the Portfolios conform to the Company’s Contract prospectuses or related materials, with the expenses of such updating, including printing, to be borne by the Company. For purposes of this Section 2.2 only, references to a Portfolio’s “prospectus” shall exclude the related statement of additional information. The Company shall be permitted, but not required, in its sole discretion to post a copy of each Portfolio’s prospectus, and any supplements thereto, statements of additional information and any supplements thereto, annual reports, and semi-annual reports on the Company’s website. Notwithstanding the foregoing, the Fund shall be and remain solely responsible for ensuring that the Fund complies with the requirements.
2.3 The Fund or its designee shall provide a master PDF of the statement of additional information for the Portfolios to the Company (suitable for duplication by the Company at the Company's ’s expense, ) for distribution to any owner of a Contract funded by the Shares or to a prospective purchaser who requests such statement.
2.4 The Underwriter or its designee shall provide the Company with copies free of its periodic charge copies, if and to the extent applicable to the Shares, of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering distribution to Contract owners upon request. In the Contracts issued event of a proxy solicitation by the Company. If requested by the Company in lieu thereofFund, the Trust shall provide such documentation (including a final copy mailing of the Trust's proxy materials, periodic reports and the related tabulation of the results, will be coordinated and paid for by the Fund. In order to shareholders and other communications to shareholdersassist the Fund in this process, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for upon request of the Fund, the Company will provide to print such shareholder communications for distribution to the Fund or its designated representative, at the Company's own expense, adequate electronic files so that the Fund may make proper solicitations of Contract owners.
2.6holders. The Company agrees electronic files will be in a mutually acceptable format and acknowledges that will contain Contract holder information, mailing information, and the Distributor is number of shares of each applicable Fund in which each Contract holder has an interest on the sole owner of record date. For so long as the name and ▇▇▇▇ 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 ("▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5Registered Separate Accounts"), the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf vote shares of the Funds held in Registered Separate Accounts at shareholder meetings of the Funds in accordance with instructions timely received by the Company (or its designated agent) from owners of Contracts funded by such Registered Separate Accounts having a voting interest in the Funds. The 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 Accounts that are not attributable to the Contracts and owned beneficially by the 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.
2.5 During the term of this Agreement, the Company agrees to furnish the Fund at its principal office, upon request, all prospectuses, proxy statements, and reports to shareholders which refer to the Fund, the Underwriter or BAL (the “Fund Parties”) in any registration statementway, advertisementprior to use thereof and not to use material if the Fund Parties reasonably object in writing five business days (or such other time as may be mutually agreed) after receipt thereof. If the Fund does not object to the use of such material as set forth herein, then the Fund will have been deemed to approve such material. During the term of this Agreement, the Company also agrees to furnish the Fund Parties, upon request, representative samples of marketing and sales literature or other materials relating material prepared for distribution to the Accounts or Contracts without the prior written consent shareholders of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with public, which make reference to the filing of such document with the CommissionFund Parties. The Company further agrees to prospectively make reasonable changes to such materials upon the Fund Parties’ written request, and to implement those changes in the next regularly scheduled production of those materials provided that the Company is able to do so. All such prospectuses, proxy statements, replies to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Fund Parties may be furnished to the Fund Parties hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
2.6 At the reasonable request of the Fund or its designee, the Company shall furnish, or shall cause to be furnished, as soon as practical, to the Trust Fund or its designee each piece copies of sales literature the following reports: · the Company’s annual financial report (prepared under generally accepted accounting principles (“GAAP”, if any); · the Company’s quarterly statements, if any; · any financial statement, proxy statement, notice or other promotional material in which report of the Trust or Company sent to policyholders; and · any registration statement (without exhibits) and financial reports of the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such materialCompany filed with any state insurance regulator.
2.8. The 2.7 Notwithstanding anything to the contrary in this Agreement, the Company shall not give any information or make any representations or statements on behalf of the Trust Fund or Underwriter or concerning the Trust Fund, the Underwriter or the Distributor BAL in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus Prospectus for the Trust shares Shares (as such registration statement and prospectus Prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the TrustFund, TrustFund-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust Fund or its designeeUnderwriter, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Fund or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersUnderwriter.
2.9. The Trust 2.8 Neither the Fund nor the Underwriter shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Separate Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement statements or prospectus for the Contracts Contract prospectuses (as such registration statement and prospectus statements or Contract prospectuses may be by amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company.
2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Company agrees shall amend the registration statement of the Contracts under the 1933 Act and registration statement for each Separate Account under the 1940 Act from time to respond time as required in order to any request effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for approval on a prompt sale to the extent required by applicable securities laws and timely basisinsurance laws of the various states.
2.11. So 2.10 Solely with respect to Contracts and Separate Accounts that are subject to the 1940 Act, so long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract owners, : (a) the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the registered Separate Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Separate Accounts calculate voting privileges in the manner established by the Trust. With Fund; (c) with respect to each registered Separate Account, the Company will vote shares of each Portfolio Shares of the Trust Fund held by a registered the Separate Account and for which no timely voting instructions from Contract owners are received received, as well as Shares held by the Separate Account that are owned by the Company for its general accounts, in the same proportion as those shares the Company votes Shares held by the Separate Account for which timely voting instructions are received. The received from Contract owners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Fund Shares held to fund the Contacts by Contract owners without the prior written consent of the TrustFund, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its Fund’s sole discretion.
2.12(a) The Company will furnish the Fund or its designee (including, without limitation, any auditors designated by the Fund) with such information in connection with this Agreement and/or any agreement for the provision of administrative services or distribution-related services by the Company for the Fund (the “Related Agreements”) as it may reasonably request (including, without limitation, periodic certifications confirming the Company’s provision of services for the Fund) and will cooperate with the Fund or its designee in connection with the preparation of reports to the Board of Directors concerning this Agreement and/or any Related Agreement and the monies paid or payable pursuant to this Agreement or any Related Agreement, as well as any other reports or filings that may be required by law.
(b) The Parties and their employees will, upon reasonable request, be available during normal business hours to consult with each other or their designees concerning this Agreement and/or any Related Agreement.
(c) Each party will maintain and preserve all records as required by law to be maintained and preserved by it in connection with the performance of its obligations under this Agreement and any Related Agreement. Upon the reasonable request of another party, a party will provide copies of historical records relating to transactions between the Fund and the Separate Accounts, written communications regarding the Fund to or from the Separate Accounts and other materials that enable the requesting party to monitor and review the other party’s or parties’ performance or perform general customer supervision. The Company shall also maintain and preserve all records which would enable the Fund or its designee to substantiate the fees charged by the Company, the services provided by the Company and the Trust will each provide internal controls over services provided by the Company as well as any other records reasonably required by the Fund or its designee. Upon reasonable request, the Company agrees to make these records available to the other information about the results of any regulatory examination relating to the Contracts Fund or the Trust, including relevant portions of any "deficiency letter" and any response theretoits designee.
2.13. No compensation shall be paid by (d) From time-to-time, the Trust Fund or its designee may submit a due diligence questionnaire to the Company, or by and the Company shall complete and return such due diligence questionnaire within a reasonable timeframe to the Trustsatisfaction of the Fund.
(e) The Company shall permit the Fund or its designee to conduct one physical audit per calendar year to ensure compliance with the terms of this Agreement and the Related Agreements. The Fund or its designee agrees to provide the Company with reasonable notice of their intention to conduct such an audit. For purposes of these audit privileges, the Company shall permit the authorized personnel of the Fund or its designee to have access to its books, records, information, systems and employees pertinent to the Company’s performance under this Agreement (except for specified expense reimbursements)and/or any Related Agreement. However, nothing herein shall prevent The Fund or its designee will not perform any activity that materially interferes with any activities of the parties hereto from otherwise agreeing Company or its systems during the audit. The Company is entitled to performobserve all audit activity or the Fund or its designee, and arranging for appropriate compensation forthe audit will be subject to such reasonable security and confidentiality measures as the Company may require.(f)
(f) Nothing in this Agreement will impose upon the Fund or its designee the obligation to review the Company’s practices, other services relating to the Trust, the Accounts or bothprocedures and controls.
Appears in 1 contract
Sources: Fund Participation Agreement (Prudential Variable Contract Account Gi-2)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's ’s prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's ’s prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's ’s expense, one copy of the Trust's ’s current Statement of Additional Information ("“SAI"”) to the Company and to any Contract owner who requests such SAI, (2) at the Company's ’s expense, such additional copies of the Trust's ’s current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's ’s expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's ’s proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" ” and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable. If it is furnished with all necessary information from the company sufficiently well in advance, the trust shall provide the materials described in sections 2.3-2.5 to the company at least 5 business days prior to the company’s obligation to mail to the contractholders. If not delivered by trust as set forth in preceding sentence, the trust shall reimburse company for any extraordinary out of pocket costs caused by the delay (including, but not limited to overtime for printing and mailing).
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "“broker only" ” materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's ’s sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "“deficiency letter" ” and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The trust shall furnish, or cause to be furnished, to the company or its designee a copy of each registration statement, prospectus, statement of additional information, report to shareholders, proxy statement, application for exemption, request for no-action letter, and any amendment to the above, that relates to the Portfolios, the Company or the Contracts and is prepared by or on behalf of the trust, within 5 business days of the filing, of the document with the Commission or other regulatory authority. The Trust shall furnish, or shall cause to be furnished, to the company or its designee each piece of sales literature or other promotional material prepared by or on behalf of the Trust in which the Company, any account or the Contracts are named at least 5 business days prior to its use. No such material shall be used if the Company or its designee objects within three business days after receipt of such material.
2.15. For purposes of this Article II, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements, (such as published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, shareholder newsletters, seminar texts, reprints or excerpts of any other advertisements, sales literature, or published article), educational or training materials or other communications pertaining to the Trust and distributed or made generally available to some or all agents or employees of the Company.
2.16. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16 (c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16 (C) of that Act) as well with Sections 16 (a) and, if and when applicable, 16 (b). Further, the Trust will act in accordance with the Commission’s interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.
Appears in 1 contract
Sources: Participation Agreement (Chase Variable Annuity Separate Account)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, Portfolios preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company Company. and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's Trusts proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type ,or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company shall be responsible for the delivery of proxy material to Contract owners affected by such proxy and for soliciting and tabulating such proxy votes. The Fund shall reimburse Company for all reasonable expenses incurred in the distribution of proxy material and the solicitation and tabulation of proxy votes, including the costs of third parties hired to perform some or all of Company's responsibilities. The Company agrees and acknowledges that the Distributor is the sole owner of the name name. and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, statement advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Service Agreement (Metlife of Ct Separate Account Eleven for Variable Annuities)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC (and any state regulators requiring such filing filing) all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and any other documents required of the Trust (e.g., Forms N-SAR and N-CSR) and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Company, the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust (at its expense) shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing (except that the Trust may provide the Company shall require with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5). The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic such materials.
(a) The Trust shall bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports to shareholders and other shareholder communications to shareholders in Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Companyvoting solicitation instructions) to Contract owners. If requested by the Company in lieu thereof, the The Trust shall provide all such documentation materials to the Company on a timely basis so that the Company can ensure that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(including a final copy of b) If the Company elects to include any materials provided by the Trust's , specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ mark "▇▇▇▇▇Access" and that all use ▇▇▇ of any designation comprised in whole or part of such name or ▇▇▇▇ Access (an "Access Mark") under this Agreement shall Agreemen▇ ▇hall inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Access Mark on its own behalf or on behalf ▇▇ ▇ehalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust; provided, however, that nothing in this Section 2.4 shall be construed as an agreement or concession that the Trust or Adviser have a valid claim to "Access" as a mark. Upon termination of this ▇▇▇s Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ Access mark as soon as reasonably practicable▇▇acticable, except to the extent necessary to service existing Contract Owners investing in Accounts that utilize one or more Portfolios as an investment vehicle.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor Adviser is named contemporaneously with within five Business Days after the filing of such document with the Commission. SEC.
(b) The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor Adviser is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use in writing within three five Business Days after receipt of such material.
2.8(c) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each prospectus, statement of additional information, report, proxy statement, and all supplements and amendments to any of the above, in which the Company, the Accounts or the Contracts are named or identified, prior to filing of such document with the SEC. The Trust shall make every effort to furnish to the Company at least ten (10) business days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief (and any amendments thereto) naming, pertaining to, or affecting the Company, the Accounts, or the Contracts. In no event shall such documents be furnished to the Company less than five (5) business days prior to such filing.
(d) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least five Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use in writing within five Business Days after receipt of such material.
(e) For purposes of this Section 2.5, "in writing" shall include facsimile and e-mail communications.
2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its Adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from in conformity with the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from in conformity with the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may not be withheld unreasonably withheld.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials by the Company or its agents.
2.11 For purposes of Section 2.5, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic communication, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to customers or the public.
2.12 The Trust will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's sole discretionregistration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus that may affect the offering of Shares of the Trust, including relevant portions of (ii) any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid request by the Trust SEC for any amendment to such registration statement or Account prospectus that may affect the Company, or by the Company to offering of Shares of the Trust, under this Agreement (except iii) the initiation of any proceedings for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging that purpose or for appropriate compensation for, any other services purpose relating to the registration or offering of each Account's interests pursuant to the Contracts that may affect the offering of Shares of the Trust, or (iv) any other action or circumstances involving the Company or the Accounts that may prevent the lawful offer or bothsale of Shares of the Trust in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Fund Participation Agreement (Access Variable Insurance Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of 2.2 At the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy option of the Trust's prospectus as set in type or in camera-ready copy, the Trust shall either (a) and other assistance as is reasonably necessary in order for provide the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and ▇▇▇▇ mark "▇▇▇▇▇Northern Lights" and that all use of any designation comprised ▇▇▇prised in whole or part of such name Northern Lights or ▇▇▇▇ the names of the Portfolios (each a "Fund Mark") under this Agreement shall inure to the benefit of the Distributor▇▇▇st. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Fund Mark on its own behalf or on behalf of the Accounts or Contracts in Contrac▇▇ ▇n any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ Fund Mark as soon as reasonably practicable.
2.7. (a) The Company C▇▇▇▇ny shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
2.12 The Trust will immediately notify the C▇▇▇▇▇▇ ▇f (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account G)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Distributor shall provide the Company with as many copies of the current prospectus of the Trust as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1I) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract ownersOwners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure insure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11▇.▇▇. So ▇▇ long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13▇.▇▇. No ▇▇ compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Metlife Investors Usa Separate Account A)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies and/or pdfs of its periodic reports to shareholders and other communications to shareholders including stickers to the Prospectus and SAI-in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇mark "Alger" and tha▇ ▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or mark under this Agre▇▇▇▇ under this Agreement ▇t shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or mark on its ow▇ ▇▇▇▇ on its own behalf half or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or mark as soon as reas▇▇▇▇ as soon as reasonably ▇ly practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five no less than three Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners, provided that such "broker only" material is appropriately designated as such by the Distributor or Trust.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Trust and Distributor agree and acknowledge that the Company is the sole owner of the name and mark "Union Ce▇▇▇▇l" and that all use of any designation comprised in whole or part of such name or mark under this Agre▇▇▇▇t shall inure to the benefit of the Company. Except as provided in Section 2.7, the Trust and Distributor shall not use any such name or mark on their own be▇▇▇▇ or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Company. Upon termination of this Agreement for any reason, the Trust and Distributor shall cease all use of any such name or mark as soon a▇ ▇▇asonably practicable.
Appears in 1 contract
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its sharesShares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of 2.2 At the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy option of the Trust's prospectus as set in type or in camera-ready copy, the Trust shall either (a) and other assistance as is reasonably necessary in order for provide the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that for Contract owners for whom Shares are held by an Account; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing, and then reimburse the Company for the costs of printing and distributing such materials. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at the Company's expense, Trust shall provide the Company with copies materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the materials.
(a) The Trust shall provide such documentation (including a final copy bear the costs of distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to Contract owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners on a timely basis in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type on its web site or in camera-ready copy) and any other assistance as reasonably necessary in order for computer or electronic format, the Company to print assumes sole responsibility for maintaining such shareholder communications materials in the form provided by the Trust and for distribution to Contract ownerspromptly replacing such materials with all updates provided by the Trust.
2.6. 2.4 The Company agrees and acknowledges that the Distributor is the sole owner of it has no rights to the name and mark "Northern Lights" and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name Northern Lights or ▇▇▇▇ the names of the Portfolios (each a "Fund Mark") under this Agreement shall ▇▇all inure to the benefit of the DistributorTrust. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Fund Mark on its own behalf or on behalf o▇ ▇▇half of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorTrust. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ Fund Mark as soon as reasonably practicable▇▇▇▇ticable.
2.7. (a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser(s) is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material material, reports, any preliminary and final voting instruction solicitation materials and all amendments to any of the above in which the Trust or the Distributor its investment adviser(s) is named, or which relates to the Accounts or Contracts, at least five three (3) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three (3) Business Days after receipt of such material. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each application for exemption, request for no-action letter, and all amendments thereto, promptly after filing such document with the SEC.
(b) The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company, the Accounts or the Contracts are named, at least three (3) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
2.8. 2.6 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor any of its affiliates or its investment adviser(s) in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Trust shares Shares (as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. its designee.
2.7 The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor affiliates shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the CompanyCompany or any of its affiliates, the Accounts Contracts or the Contracts Accounts other than information or representations contained in and accurately derived from the registration statement, including the prospectus and statement or prospectus of additional information, for the Contracts (as such registration statement, prospectus, and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials approved by the Company or its designee for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basisor its designee.
2.11. 2.8 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersowners of variable life insurance policies and/or variable annuity contracts, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios Shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received received, as well as Shares it owns that are held by that Account or directly, in the same proportion as those shares Shares for which timely voting instructions are received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares Trust Shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion.
2.9 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust in writing of any changes in such laws.
2.10 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners) ("broker only materials") is so used, and neither the Trust nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.11 For purposes of Sections 2.6 and 2.7, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
2.12 ▇▇▇ ▇▇▇st will immediately notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Trust's registration statement under the 1933 Act or the Trust prospectus, (ii) any request by the SEC for any amendment to such registration statement or the Trust prospectus that may affect the offering of Shares of the Trust, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Trust's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Portfolio in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Company reserves Trust will make every reasonable effort to prevent the rightissuance, with respect to any Portfolio, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the extent permitted by law, to vote shares held in any Account in its sole discretionlifting thereof at the earliest possible time.
2.12. 2.13 The Company and will immediately notify the Trust will each provide to of (i) the other information about the results issuance by any court or regulatory body of any regulatory examination stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account prospectus that may affect the offering of Shares of the Trust, including relevant portions (iii) the initiation of any "deficiency letter" and proceedings for that purpose or for any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services purpose relating to the Trustregistration or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the Accounts lawful offer or bothsale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account I)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus prospectus(es) of the Portfolios indicated on Schedule A as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on of a prompt and timely basis.
2.11▇.▇▇. So ▇▇ long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Separate Account Va 8 of Transamerica Life Ins & Annuity Co)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), registration statement amendments, prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustPortfolios. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus Portfolios' prospectuses that are used in connection with offering the Contracts issued by the Company. With respect to any Portfolio prospectus that is printed in combination with any one or more non-Portfolio prospectus (the "Prospectus Booklet"), the costs of printing such Portfolio prospectus that will be distributed to existing Contract owners shall be prorated to the Trust based on the ratio of the number of pages of the Portfolio prospectus included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's Portfolios' current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's Portfolios' current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇ge▇" ▇▇▇" and d that all use of any designation comprised in whole or part of such name or mark ▇▇▇▇ under er this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇mark ▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reasonAt such time as the Company is no longer invested in the Fund, the Company shall cease all use of any such name or ▇▇mark ▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material. The Distributor shall furnish, or shall cause to be furnished, to the Company or its designee a copy of the Fund's prospectus and/or statement of additional information upon filing with the Securities and Exchange Commission. The Distributor shall furnish, or shall cause to be furnished, to the Company or its designee each piece of sales literature or other promotional material in which the Company is named, at least five Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners. The Trust and the Distributor shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Company are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-pass- through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Unless required by applicable law, the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust and Distributor will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Sage Variable Annuity Account A)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the NASD Rules of Fair Practice, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Rules of Fair Practice, and state law.
2.18. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Participation Agreement (Usallianz Variable Insurance Products Trust)
Obligations of the Parties. 2.13.1. The Trust shall Fund will prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the TrustFund. The Trust shall Fund will bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.23.2. The Company shall distribute such prospectuses, proxy statements and periodic reports At the option of the Trust to Company, the Contract owners Fund will either: (a) provide the Company with as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy many copies of the TrustFund's prospectus current prospectus, statement of additional information, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as set in type the Company will reasonably request; or in (b) provide the Company with a camera-ready copy) and , computer disk or other assistance as is reasonably necessary in order for the Company medium agreed to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus parties of such documents in a form suitable for the Trustprinting. The Trust shall Fund will bear the expense cost of typesetting and printing copies such documents. The Fund will bear the cost of its current prospectus that will be distributed distributing such documents to existing Contract owners, and the . The Company shall will bear the expense cost of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Companydistributing such documents to prospective Contract owners and applicants as required.
2.43.3. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The TrustFund, at its expense, shall either will:
(a) distribute its proxy materials directly to the appropriate Contract owners; or
(b) provide the Company or its mailing agent with copies of its proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall will reasonably require and the Company will distribute the materials to existing Contract owners and will bill the Fund for purposes the reasona▇▇▇ cost of distributing such distribution. The Fund will bear the cost of tabulation of proxy votes.
3.4. If and to the extent required by law the Company will:
(a) provide for the solicitation of voting instructions from Contract owners;
(b) vote the shares of the Portfolios held in the Account in accordance with instructions received from Contract owners; and
(c) vote shares of the Portfolios held in the Account for which no timely instructions have been received in the same proportion as shares of such Portfolio for which instructions have been received from the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The TrustCompany reserves the right to vote Fund shares held in any segregated asset account in its own right, at to the Company's expenseextent permitted by law.
3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, shall and in particular, the Fund either will provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16
(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.
3.6. The Company shall reasonably request will prepare and be responsible for use in connection filing with offering the SEC and any state regulators requiring such filing all shareholder reports, notices, prospectuses and statements of additional information of the Contracts. The Company will bear the cost of registration and qualification of the Contracts issued by and preparation and filing of documents listed in this Section 3.6. The Company also will bear the Company. If requested by cost of typesetting, printing and distributing the Company documents listed in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports this Section 3.6 to shareholders existing and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to prospective Contract owners.
2.63.7. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall will furnish, or will cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust Fund or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnishAdviser respectively, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust Fund or the Distributor Adviser is named, at least five ten (10) Business Days prior to its use. No such material shall will be used if the Trust Fund or its designee the Adviser reasonably objects to such use within three five (5) Business Days after receipt of such material.
2.83.8. The Company shall will not give any information or make any representations or statements on behalf of the Trust Fund or concerning the Trust or the Distributor Fund in connection with the sale of the Contracts other than the information or representations contained in and accurately derived from the registration statement, prospectus or statement or prospectus of additional information for the Trust shares (Fund shares, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), annual and semi-annual or in reports of or proxy statements for the TrustFund, Trust-sponsored proxy statementsor in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other promotional material approved provided by the Trust Fund or its designeeby the Adviser, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, Fund or the Distributor or their respective designeesAdviser. The Trust Fund and the Distributor Adviser agree to respond to any request for approval on a prompt and timely basis. Nothing in this Section 3.8 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund.
3.9. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust Fund or the Distributor are not distributed Adviser will furnish, or will cause to existing be furnished, to the Company or prospective Contract ownersits designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) Business Days after receipt of such material.
2.93.10. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios Fund and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall Adviser will not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts each Account, or the Contracts other than the information or representations contained in and accurately derived from the a registration statement, prospectus or statement or prospectus of additional information for the Contracts (Contracts, as such registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time), or in materials published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution including to Contract owners, or in sales literature or other promotional materialsmaterial provided by the Company, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.113.11. So long asThe Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, and all amendments to any of the above, that relate to the extent thatFund or its shares, contemporaneously with the Commission interprets filing of such document with the 1940 Act to require pass-through voting privileges for Contract owners, the SEC.
3.12. The Company will provide pass-through to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting privileges instructions, and all amendments to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios any of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring above, that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating relate to the Contracts or each Account, contemporaneously with the Trustfiling of such document with the SEC.
3.13. For purposes of this Article III, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical), radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (E.G., on-line networks such as the Internet or other electronic messages), sales literature (I.E., any written communication distributed or made generally available to customers or the public, including relevant portions brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any "deficiency letter" other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any response theretoother material constituting sales literature or advertising under the rules of the National Association of Securities Dealers, Inc. (the "NASD"), the 1933 Act or the 1940 Act.
2.133.14. No compensation shall be paid by the Trust The Fund a▇▇ ▇▇▇ ▇dviser hereby consent to the Company's use of the name STI Classic Variable Trust in connection with marketing the Contracts, subject to the terms of Sections 3.7 and 3.8 of this Agreement. Such consent will terminate with the termination of this Agreement.
3.15. The Fund is responsible for calculating the Fund's performance information. The Company will be responsible for calculating the performance information for the Contracts. The Fund will be liable to the Company for any material mistakes it makes in calculating the performance information which cause losses to the Company. The Company will be liable to the Fund for any material mistakes it makes in calculating the performance information for the Contracts which cause losses to the Fund. Each party will be liable for any material mistakes it makes in reproducing the performance information for Contracts or by the Fund, as appropriate. The Fund and the Adviser agree to provide the Company with performance information for the Fund on a timely basis to enable the Company to calculate performance information for the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, Contracts in accordance with applicable state and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothfederal law.
Appears in 1 contract
Sources: Participation Agreement (Sti Classic Variable Trust)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Commission SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company’s expense) with as many copies of the Trust’s Shares’ current prospectus, annual report, semi-annual report or other shareholder communications, as the Company shall distribute such prospectuses, proxy statements and periodic reports reasonably request; or (b) provide the Company with an electronic version of the Trust to foregoing via electronic delivery suitable for printing by the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3Company. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing with as many copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") supplements to the Company and to any Contract owner who requests such prospectus or SAI, (2) at the Company's expensewhich result from updates originating with Trust-driven events, such additional copies of the Trust's current SAI as the Company shall reasonably request and that for Contract owners for which Shares of the Trust are serving as an investment vehicle at the Trust’s or its investment adviser’s expense. The Trust shall provide the Company shall require with a copy of the Shares’ statement of additional information (“SAI”) in accordance with applicable law in connection with offering the Contracts issued a form suitable for printing by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company or its mailing agent shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) If the Company elects to print shareholder communications pursuant to 2.2(b) above, the Company shall bear the costs of printing the Trust’s Shares’ prospectus (except any supplements which result from updates originating with Trust-driven events), shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle, as well as the SAI (except aforementioned supplements thereto). The Company shall bear the costs of distributing such prospectuses, SAIs, shareholder reports and other shareholder communications to policy owners and applicants. The Trust or its investment adviser shall bear the costs of printing and distributing supplements to the prospectus or SAI to policy owners for which Shares of the Trust are serving as an investment vehicle and which result from updates originating with Trust-driven events. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Janus International Holding LLC (“Janus Holding”) or its affiliate is the sole owner of the name and ▇▇▇▇ "“▇▇▇▇▇" and that all use of ,” including any designation comprised derivations thereof related to Janus Holdings’ parent company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group plc. All references contained in whole or part of such this Agreement to “the name or ▇▇▇▇ under ‘Janus and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇’” shall include but not be limited to the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ logo, the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. Neither the Company, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or ▇▇▇▇ “▇▇▇▇▇” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, or make representations regarding the Trust, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, Janus Holding, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Company will make no use of the name or ▇▇▇▇ “▇▇▇▇▇” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. The Trust and the Distributor hereby consent to the Company’s use of the names of the Trust, its investment adviser, and Distributor, as well as the names of the Portfolios for required disclosure for the Company or the Contracts and in connection with marketing the Contracts, subject to the terms of Section 2.5 of this Agreement. All goodwill associated with the name and ▇▇▇▇ “▇▇▇▇▇” and/or “▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,” including any derivations thereof, shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name Janus Holding or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributoraffiliate. Upon termination of this Agreement for any reason, the Company shall immediately cease any and all use of any such name or Janus and/or Janus ▇▇▇▇▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor its investment adviser is named contemporaneously with prior to the filing of such document with the CommissionSEC. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust Trust, its investment adviser, or the Distributor is named, at least five ten (10) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three five (5) Business Days after receipt of such material.
2.8. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investments adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares Shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, in published reports for the trust which are in the public domain or approved by the Trust or its investment adviser, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust or its designee.
2.7 In the event the Trust or its investment adviser originates or develops a piece of sales literature or other promotional material in which the Company or its separate account is named, such materials will be furnished to the Company or its designee to review at least ten (10) Business Days prior to its use. No such material will be used if the Company or its designee reasonably objects to such use within five (5) Business Days after receipt of such material. Notwithstanding the foregoing, the Trust, the Distributor or their respective designees. The Trust its investment adviser, and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about do not engage in the Trust sale or distribution of the Distributor are not distributed to existing Company’s separate accounts or prospective Contract ownersrelated contracts.
2.9. 2.8 The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. 2.9 So long as, and to the extent that, that the Commission SEC interprets the 1940 Act to require pass-through voting privileges for Contract variable policy owners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio Shares of the Trust held by a registered the Account and for which no timely voting instructions from Contract policy owners are received as well as Shares it owns that are held by that Account, in the same proportion as those shares Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio Trust shares held to fund the Contacts by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its ’s sole discretion.
2.122.10 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts’ investment therein. The Company and shall notify the Trust will each provide to the other information about the results of any regulatory examination relating to additional applicable state insurance laws that restrict the Contracts Portfolios’ investments, or otherwise affect the Trust, including relevant portions operation of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to after the Company, or by the Company to the Trust, under date of this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothAgreement.
Appears in 1 contract
Sources: Fund Participation Agreement (Thrivent Variable Annuity Account I)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law. The prospectus distribution shall be at the Company's expense, and the proxy statement and periodic report distribution shall be at the Trust's expense.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the CompanyCompany to prospective Contract owners. If the Company so requests, the Trust shall provide such documentation in camera-ready or diskette format.
2.4. The Trust and shall bear the Distributor shall provide (1) at the Trust's expense, one copy expense of the Trust's printing copies of its current Statement statement of Additional Information additional information ("SAI") to the Company and of distributing to any Contract owner who requests such SAI, (2) at and the Company's expense, such additional Company shall bear the expense of printing and of distributing copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law are used in connection with offering the Contracts issued by the CompanyCompany to any prospective Contract owner. If the Company so requests, the Trust shall provide such documentation in camera-ready or diskette format.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall may, in its discretion, reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners. The proxy statement and periodic report mailing, printing and solicitation for current Contract owners shall be at the Trust's expense.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor, unless required to do so by law. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall should cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Sun Life of Canada U S Variable Account I)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.request
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ mark "▇▇ge▇" ▇▇▇" and d that all use of any designation comprised in whole or part of such name or mark ▇▇▇▇ under er this Agreement shall inure insure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇mark ▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇mark ▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (National Variable Life Insurance Account)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company with a camera-ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.62.3 The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Janus" and that all use of any designation comprised in whole or part of such name or whol▇ ▇▇ p▇▇▇ ▇f Janus (a "Janus Mark") under this Agreement shall inure to the benefit of the Distributor▇▇ ▇▇▇▇▇ ▇apital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Janus Mark on its own behalf or on behalf of the Accounts or Contracts ▇▇▇▇▇▇▇▇s in any registration statement, advertisement, sales sale literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ Janus Mark(s) as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Annuity Investors Variable Account B)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing; or (c) provide the Company copies of the foregoing documents electronically. The Trust shall use best efforts to provide camera-ready or diskette copies of annual and semi-reports to the Company shall distribute such prospectuses, proxy statements no later than 45 days (and periodic reports in no event later than 50 days) after the end of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3Fund's reporting period. The Trust shall provide such documentation (including the Company with a final copy of the Trust's prospectus as set its statement of additional information in type or in camera-ready copy) and other assistance as is reasonably necessary in order a form suitable for the Company to print together in one document the current prospectus for the Contracts issued duplication by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Management LLC or its affiliates ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the DistributorJanus Capital. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. All references contained in this Agreement to "the Distributorname or ▇▇▇▇ `▇▇▇▇▇" shall include but not be limited to the Janus logo, the website ▇▇▇.▇▇▇▇▇.▇▇▇ and any and all electronic links relating to such website. The Company will make no use of the name or ▇▇▇▇ "▇▇▇▇▇" except as expressly provided in this Agreement or expressly authorized by Janus Capital in writing. All goodwill associated with the name and ▇▇▇▇ "▇▇▇▇▇" shall inure to the benefit of Janus Capital or its affiliates. Upon termination of this Agreement for any reason, the Company shall cease any and all use of any such name or ▇▇▇▇▇ as soon as reasonably practicable▇▇▇▇(s).
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account I)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing (of which the prospectus, annual report and semiannual report shall describe or pertain to only those Portfolios listed in Schedule B hereto) as the Company shall reasonably request and that request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall require provide the Company with a copy of its statement of additional information in accordance with applicable law in connection with offering the Contracts issued a form suitable for duplication by the Company.
2.5. The Trust, Trust (at its expense, ) shall provide the Company with copies of its any Trust sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6(a) The Company shall bear the costs of printing and distributing the Trust's prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for Contracts for which the Trust is serving or is to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Distributor Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and ▇▇▇▇ mark "▇▇▇▇▇Janus" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ pa▇▇ ▇▇ Janus (a "Janus Mark") under this Agreement shall inure to the benefit of the DistributorJan▇▇ ▇▇▇▇▇▇▇. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ Janus Mark on its own behalf or on behalf of the Accounts or Contracts in any Contra▇▇▇ ▇▇ ▇▇▇ registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorJanus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or Janus Mark(s) as soon ▇▇ ▇▇▇▇ as soon as reasonably ▇▇▇ably practicable.
2.7. The Company shall furnish, or cause to be furnished, except to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report extent necessary to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf shares of the Trust or concerning the Trust or the Distributor available to Contracts then in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time effect pursuant to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract ownersSection 6.2.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Fund Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
Obligations of the Parties. 2.1. The Trust shall prepare and file with the Commission a registration statement under the Securities Act of 1933 as amended (the "1933 Act") and this Agreement shall not be effective until such registration has been declared effective by the Commission.
2.2. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.22.3. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.32.4. The Trust shall provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the TrustCompany. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.42.5. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.52.6. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11▇.▇▇. So ▇▇ long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts Contracts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13▇.▇▇. No ▇▇ compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
2.14. The Company shall take all such actions as are necessary under applicable federal and state law to permit the sale of the Contracts issued by the Company, including registering each Account as an investment company to the extent required under the 1940 Act, and registering the Contracts or interests in the Accounts under the Contracts to the extent required under the 1933 Act, and obtaining all necessary approvals to offer the Contracts from state insurance commissioners.
2.15. The Company shall make every effort to maintain the treatment of the Contracts issued by the Company as annuity contracts or life insurance policies, whichever is appropriate, under applicable provisions of the Code, and shall notify the Trust and the Distributor immediately upon having a reasonable basis for believing that such Contracts have ceased to be so treated or that they might not be so treated in the future.
2.16. The Company shall offer and sell the Contracts issued by the Company in accordance with the applicable provisions of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the NASD Rules of Fair Practice, and state law respecting the offering of variable life insurance policies and variable annuity contracts.
2.17. The Distributor shall sell and distribute the shares of the Portfolios of the Fund in accordance with the applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, the NASD Rules of Fair Practice, and state law.
2.18. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including, without limitation, the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Participation Agreement (Allianz Life of Ny Variable Account C)
Obligations of the Parties. 2.1. The Trust shall prepare and be responsible for filing with the Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports of the Trust to the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall provide such documentation (including a final copy of the Trust's prospectus prospectus(es) of the Portfolios indicated on Schedule A as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI"SAP') to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional copies of the Trust's current SAI as the Company shall reasonably request and that the Company shall require in accordance with applicable law in connection with offering the Contracts issued by the Company.
2.5. The Trust, at its expense, shall provide the Company with copies of its proxy material, periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for purposes of distributing to Contract owners. The Trust, at the Company's expense, shall provide the Company with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy of the Trust's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6. The Company agrees and acknowledges that the Distributor is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇" and that all use of any designation comprised in whole or part of such name or ▇▇▇▇ under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, . advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇ as soon as reasonably practicable.
2.7. The Company shall furnish, or cause to be furnished, to the Trust or its designee a copy of each Contract prospectus and/or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the Trust or the Distributor is named contemporaneously with the filing of such document with the Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee each piece of sales literature or other promotional material in which the Trust or the Distributor is named, at least five Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three Business Days after receipt of such material.
2.8. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual animal reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection with the preparation of registration statements, prospectuses and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
2.11. So long as, and to the extent that, the Commission interprets the 1940 Act to require pass-through voting privileges for Contract owners, the Company will provide pass-through voting privileges to Contract owners whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered Account and for which no timely voting instructions from Contract owners are received in the same proportion as those shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretion.
2.12. The Company and the Trust will each provide to the other information about the results of any regulatory examination relating to the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response thereto.
2.13. No compensation shall be paid by the Trust to the Company, or by the Company to the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or both.
Appears in 1 contract
Sources: Participation Agreement (Transamerica Corporate Separate Account Sixteen)
Obligations of the Parties. 2.1. 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all reports and other documentation for which filing is required, including but not limited to shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of shares of the Portfoliosits shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. The Company shall distribute such prospectuses, proxy statements and periodic reports 2.2 At the option of the Trust to Company, the Contract owners as required to be distributed to such Contract owners under applicable federal or state law.
2.3. The Trust shall either (a) provide such documentation (including a final copy of the Trust's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for the Company to print together in one document the current prospectus for the Contracts issued by the Company and the current prospectus for the Trust. The Trust shall bear the expense of printing copies of its current prospectus that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Trust's prospectus that are used in connection with offering the Contracts issued by the Company.
2.4. The Trust and the Distributor shall provide (1) at the Trust's expense, one copy of the Trust's current Statement of Additional Information ("SAI") to the Company and to any Contract owner who requests such SAI, (2) at the Company's expense, such additional ) with as many copies of the Trust's current SAI prospectus, annual report for any specific Portfolio, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request and that request; or (b) provide the Company shall require with a camera ready copy of such documents in accordance a form suitable for printing, or in a computer diskette or Internet format that cannot be changed by the Company (i.e. read-only or PDF format). The Trust will provide the Company with applicable law the prospectus (pursuant to either (a) or (b) above) as soon as reasonably possible after it receives final SEC comments and before the date of the prospectus (if reasonably possible). If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in connection the form provided by the Trust and for replacing such materials with offering all updates provided by the Contracts issued Trust. The prospectus will contain only those Portfolios specified by the Company.
2.5, upon reasonable notice by the Company. The Trust, Trust shall provide the Company with a copy of its statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense, ) shall provide the Company with copies of its any Trust-sponsored proxy material, periodic reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for purposes of distributing distribution to Contract owners. The Trust, at Trust or the Adviser shall bear the costs of distributing such proxy materials (or similar materials such as voting solicitation instructions) to the Company's expenseContract owners, shall provide including expenses associated with the Company with copies production and personalization of its periodic reports to shareholders and other communications to shareholders in such quantity as the voting instruction materials.
2.3 The Company shall reasonably request for use in connection with offering bear the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final copy costs of printing and distributing the Trust's proxy materialsprospectus, periodic statement of additional information, shareholder reports to shareholders and other shareholder communications to shareholders, owners of and applicants for policies for which the Trust is serving or is to serve as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract owners.
2.6an investment vehicle. The Company agrees assumes responsibility for ensuring the delivery of such materials as well as proxy materials to Contract owners in accordance with applicable federal and acknowledges state securities laws.
(a) The Adviser represents that the Distributor it is the sole owner of the name and ▇▇▇▇ "▇▇▇▇▇Janus." and Based on that representation the Company agrees that all use of any designation comprised in whole or part of such name or Janus (a "▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the Distributor. Except as provided in Section 2.5, the Company shall not use any such name or ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of the DistributorAdviser. Upon termination of this Agreement for any reason, the Company shall cease all use of any such name or ▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
2.7(b) The Company represents that it (together with its parent, affiliates and subsidiaries) is the sole owner of the name and ▇▇▇▇ "▇▇▇▇ ▇▇▇▇▇▇▇." Based on that representation the Trust agrees that all use of any designation comprised in whole or part of ▇▇▇▇ ▇▇▇▇▇▇▇ (a "▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the benefit of the Company. Upon termination of this Agreement for any reason, the Trust shall cease all use of any ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
(a) The Company shall furnish, or cause to be furnished, to the Trust or its designee designee, a copy of each Contract prospectus and/or or statement of additional information describing the Contracts, each report to Contract owners, proxy statement, application for exemption or request for no-action letter in which the expenses or investment policies of Trust or the Distributor its investment adviser is named contemporaneously with described prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee designee, each piece of sales literature or other promotional material in which the Trust or the Distributor its investment adviser is nameddescribed in a material manner, at least five ten Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within three ten Business Days after receipt of such material.
2.8(b) The Trust shall furnish, or cause to be furnished, to the Company or its designee, a copy of each Trust prospectus or statement of additional information in which the Company is named prior to the filing of such document with the Securities and Exchange Commission. The Trust shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company is described in a material manner, at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material.
(c) The Company intends to create and provide Contract owners with "fact sheets" of participating funds on a regular basis. The Company will initially provide a template fact sheet to the Trust prior to use of such materials for the Trust's approval which shall not be unreasonably withheld. Thereafter, the Company will provide the Trust with samples of the fact sheets for approval by the Trust only if the content or format of the report changes substantially. Generally, the Trust and the Company agree to good faith mutual cooperation in the resolution of novel or controversial issues concerning sales literature that may arise pursuant to this Agreement. The Trust and the Adviser agree to provide the Company with the information necessary to complete the fact sheet no later than 7 to 10 business days after the end of a calendar quarter.
2.6 The Company shall not give any material information or make any representations or statements on behalf of the Trust or concerning the Trust or the Distributor its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, the Advisor, or the Trust's Distributor (Janus Distributors, Inc.) except as required by legal process or regulatory authorities or with the prior written permission of the Trust, the Distributor Trust or their respective designees. The Trust and the Distributor agree to respond to any request for approval on a prompt and timely basisits designee. The Company shall adopt and implement procedures reasonably designed to ensure that "broker only" materials including information therein about the Trust or the Distributor are not distributed to existing or prospective Contract owners.
2.9. The Trust shall use its best efforts to provide the Company, on a timely basis, with such information about the Trust, the Portfolios and the Distributor, in such form as the Company may reasonably require, as the Company shall reasonably request in connection assumes all responsibility for filing with the preparation NASD of registration statements, prospectuses advertising and annual and semi-annual reports pertaining to the Contracts.
2.10. The Trust and the Distributor shall not give, and agree that no affiliate of either of them shall give, any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved sales literature created by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the prior written permission of the Company. The Company agrees pursuant to respond to any request for approval on a prompt and timely basisthis Agreement.
2.11. 2.7 So long as, and to the extent that, that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for Contract ownersvariable policyowners, the Company will provide pass-through voting privileges to Contract owners of policies whose cash values are invested, through the registered Accounts, in shares of one or more Portfolios of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each registered Account, the Company will vote shares of each Portfolio of the Trust held by a registered the Account and for which no timely voting instructions from Contract owners policyowners are received as well as shares it owns that are held by that Account, in the same proportion as those shares for which voting instructions are received.
2.8 The Company shall notify the Trust of any applicable state insurance laws of which it is aware that restrict the Portfolios' investments or otherwise materially affect the operation of the Trust and shall notify the Trust of any material changes in such laws.
2.9 The Adviser agrees to establish and carry out written procedures reasonably designed to ensure that (a) all contracts of any Participating Insurance Company that invest in the Trust are and will continue to be treated as annuity, life insurance or endowment contracts, under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder; (b) each separate account that funds any such contracts is and will be a "segregated asset account" and that interests in such accounts are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code and the regulations thereunder; and (c) each Participating Plan is a "qualified pension or retirement plan" within the meaning of those terms under such regulations. The Adviser will notify the Company and its agents will in no way recommend immediately upon having a reasonable basis for believing that any of such requirements has ceased to be met or oppose or interfere with the solicitation of proxies for Portfolio shares held to fund the Contacts without the prior written consent of the Trust, which consent may might not be withheld met in the Trust's sole discretion. The Company reserves the right, to the extent permitted by law, to vote shares held in any Account in its sole discretionfuture.
2.12. The Company and 2.10 At the Trust request of any party to this Agreement, each other party will each provide make available to the other information about party's independent auditors and/or representative of the results appropriate regulatory agencies, all relevant records, data and access to operating procedures that may be reasonably requested. Trust agrees that Company shall have the right to inspect, audit and copy all relevant records pertaining to the performance of services under this Agreement pursuant to the requirements of any regulatory examination relating state insurance regulator(s). However, Trust and Adviser shall own and control all of their respective records pertaining to their performance of the Contracts or the Trust, including relevant portions of any "deficiency letter" and any response theretoservices under this Agreement.
2.13. No compensation 2.11 The Trust shall be paid by the Trust send to the Company, or monthly confirmations of activity in the Separate Account detailing activity in the Account, and shall provide daily electronic account look-up functions.
2.12 The Trust and Adviser shall provide the Company with any information it reasonably requests from time to time, in connection with the Company's performance of this Agreement, and reporting to management and customers. This information will be provided by the Company to Trust or Adviser within a commercially reasonable time after receiving any such request from the Trust, under this Agreement (except for specified expense reimbursements). However, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust, the Accounts or bothCompany.
Appears in 1 contract
Sources: Fund Participation Agreement (Hancock John Variable Life Account S)