Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Company, free of charge, with such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materials. 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners. 2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of 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 require for distribution to Contract owners. 2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners. 2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use. 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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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. 2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states. 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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 3 contracts
Sources: Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life of Ny Variable Account C)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to printed together in one document. The 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 Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 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 statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
(b) the Company's quarterly statementsstatements (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).
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Fund Shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicyowners: (a) the Company will provide pass-through voting privileges to owners of Contracts - or policies whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policyowners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 2 contracts
Sources: Fund Participation Agreement (Hotchkis & Wiley Variable Trust), Fund Participation Agreement (Hotchkis & Wiley Variable Trust)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require request for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("“Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 ’s annual financial report (prepared under generally accepted accounting principles ("GAAP"in accordance with statutory requirements), if any);
(b) the Company's ’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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion.
Appears in 2 contracts
Sources: Fund Participation Agreement (First Symetra National Life Insurance Co of Ny Sep Acct S), Fund Participation and Service Agreement (Symetra SEPARATE ACCOUNT C)
Obligations of the Parties. 2.1 2.1. The Fund shall prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall bear the costs cost of registration and qualification of its Sharesshares, 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 Sharesshares.
2.2 2.2. At least annually, the Fund or its designee shall provide the Company, free of charge, with such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request option of the Company, a diskette in the form sent to Fund shall either (i) provide the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to at the Company's expense) with as many copies of the Fund's or the relevant Portfolio's current prospectus, annual reports, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (ii) provide the Company with a camera ready copy of such documents in a form suitable for printing together with the Contract prospectus and the prospectuses or related materialsof other funds offered under the Contract. The Fund or the Distributor 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 providing the prospectus in such format, and provide the Company shall bear the expense of adjusting or changing the format to conform with any a copy of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or in a master of such statement form suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund or Fund, statements of additional information and other shareholder information (at 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 Fund or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the any Fund's -sponsored proxy materials, reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely 2.3. The expense of such printing will be apportioned between the Company and the Fund in proportion to the number of pages of contract and no prospectus taking account of other investment vehicle funding relevant factors affecting the Accountsexpenses of printing such as covers, columns, graphs and charts. The Fund will bear the Fund shall pay for the Company's postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount cost of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in printing the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any 's prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing portion of such document with for distribution only to owners of existing Contracts funded by the SEC. Upon requestFund shares and the Company will bear the expense of printing the portion of such documents relating to the Account and the other Fund's offered under the Contract, provided, however, the Company shall furnish, or bear all printing expenses of such combined documents where used for distribution to prospective purchasers. The Company shall cause to be furnished, to also bear the Fund or its designee, each piece costs of sales literature or other promotional material in which distributing the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such 's prospectus, statement of additional information or material and other shareholder information. The Fund shall be used if bear the costs of printing and distributing any of the Fund Parties reasonably objects proxy materials and related documents to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable lawowners. The Company shall amend the registration statement of the Contracts under the 1933 Act and registration statement assumes sole responsibility for each Account under the 1940 Act from time ensuring that such materials are delivered 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretionaccordance with applicable federal and state securities laws.
Appears in 2 contracts
Sources: Fund Participation Agreement (Conseco Variable Annuity Account C), Fund Participation Agreement (Great American Reserve Insurance Co)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require request for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus or private placement memorandum ("PPM") for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectusprospectus or PPM, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 2 contracts
Sources: Fund Participation Agreement (Variable Account II of AGL of Delaware), Fund Participation Agreement (Usl Separate Account Usl B)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to printed together in one document. The 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 Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 At the reasonable request of the Fund or its designee, the 2.6 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 statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year;
(b) the Company's quarterly statementsstatements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each semi-annual period;
(c) any financial statement, proxy statement, notice or report of the Company sent to public shareholders and/or policyholders, as soon as practical after the delivery thereof to such shareholders;
(d) any registration statement (without exhibits) and financial reports of the Company filed with the SEC or any state insurance regulator, as soon as practical after the filing thereof; 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, as soon as practical after the receipt thereof.
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Fund Shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.10 The Company shall be responsible for assuring that, where it is reasonably probable that an offered 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"), it 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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicyowners: (a) the Company will provide pass-through voting privileges to owners of Contracts - or policies whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policyowners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 2 contracts
Sources: Fund Participation Agreement (Hotchkis & Wiley Variable Trust), Fund Participation Agreement (Hotchkis & Wiley Variable Trust)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("“Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 ’s annual financial report (prepared under generally accepted accounting principles ("“GAAP"”, if any);
(b) the Company's ’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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or the BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion.
Appears in 2 contracts
Sources: Fund Participation Agreement (KILICO Variable Annuity Separate Account - 3), Fund Participation Agreement (KILICO Variable Annuity Separate Account - 3)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses private placement memorandum or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses private placement memorandum or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL MLIM ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL MLIM is named, at least ten five Business Days prior to its is use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such useuse within five Business Days after receipt of such material.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.and
Appears in 2 contracts
Sources: Fund Participation Agreement (Variable Account Ii Aig Life Insurance Co), Fund Participation Agreement (Variable Account B American Intl Life Assur Co of New York)
Obligations of the Parties. 2.1 2.1. The Fund shall prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall bear the costs cost of registration and qualification of its Sharesshares, 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 Sharesshares.
2.2 2.2. At least annuallythe option of the Company, the Fund or its designee the Distributor shall either (i) provide the Company with as many copies of the Fund's or the relevant Portfolio's current prospectus, statement of additional information, annual reports, semi-annual reports and other shareholder communications, including any amendments or supplements to any of the foregoing ("Fund Documents"), as the Company shall reasonably 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 provide the Company, free of charge, Company with such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the CompanyFund's Contract prospectuses or related materials. 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company (or in a master of such statement form suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the any Fund's -sponsored proxy materials, reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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 2.3. The Fund shall pay for bear the Company's postage costs in connection with mailing such of printing and distributing Fund Documents and any Fund-sponsored proxy-materials to existing Contract ownersowners 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 prospectus, shareholder report prospectuses of the Portfolios that are printed in combination with any one or proxy solicitation materials that concern more Contract prospectus (the Fund together with other investment vehicles funding the Accounts"Prospectus Booklet"), the Fund shall pay a proportionate amount costs of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials 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.
2.6 ; 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 furnishbear 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 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 cause to be furnished, part of ▇▇▇▇▇▇▇▇ (a "▇▇▇▇▇▇▇▇ ▇▇▇▇") under this Agreement shall inure to the Fund or its designee, a copy benefit of language that would be used ▇▇▇▇▇▇▇▇. Except as provided in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon requestsection 2.5, the Company shall furnishnot use any ▇▇▇▇▇▇▇▇ ▇▇▇▇ on its own behalf or on behalf of the Accounts or Contracts in any registration statement, or shall cause to be furnishedadvertisement, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior materials relating to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of ▇▇▇▇▇▇▇▇. Upon termination of this Agreement for any reason, the Fund, which consent may be withheld in the Fund's sole discretionCompany shall cease all use of any ▇▇▇▇▇▇▇▇ ▇▇▇▇(s) as soon as reasonably practicable.
Appears in 2 contracts
Sources: Fund 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 Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. The Underwriter or its designee shall reimburse the Company the costs of printing any supplements to the current prospectus of the Fund, for distribution to existing Contract owners whose Contracts are funded by such Shares. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 With respect to any prospectus and/or supplements to the 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus and/or supplements to the prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("“Fund Parties"”) is named (beyond fund and adviser name and investment objective) prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 ’s annual financial report (prepared under generally accepted accounting principles ("“GAAP"”, if any);
(b) the Company's ’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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or the BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion.
Appears in 1 contract
Sources: Participation Agreement (Select Life Variable Account)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Insurance Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Fund or its designee shall provide the Insurance Company, at the Insurance Company's expense, with as many copies of the current prospectus for the Shares as the Insurance Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Insurance Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printertype) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to the Company's Contract prospectuses or related materialsprinted together in one document. The expenses of such printing shall be borne by the Insurance Company. In the event the Insurance Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Insurance Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Insurance Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Insurance Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Fund or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Mercury Asset Management v I Funds Inc)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its Sharesshares, 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 Sharesshares.
2.2 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 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform printed together in one document; the expenses of such printing to be borne by the Company. In the event that the Company requests that the Fund or its designee provide the Fund's Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each Contract prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 reasonably objects to such use within five Business Days after receipt 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) and financial reports of the Company filed with any state insurance regulatorsuch material.
2.8 2.6 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Shares Fund shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.7 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 2.8 The Company shall amend the registration statement Registration Statement of the Contracts under the 1933 Act and registration statement the Registration Statement for each the 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 Solely with respect to Contracts and Accounts 2.9 The Company shall be responsible for assuring that are subject to 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 1940 ActInternal Revenue Code of 1986, so as amended (the "Code"), will identify such Contract as a modified endowment contract (or policy).
2.10 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: policyowners; (a) the Company will provide pass-through voting privileges to owners of Contracts policies whose cash values are invested, through the Accounts, in Shares shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares shares of the Fund held by the Account and for which no timely voting instructions from Contract holders policyowners are received, received as well as Shares shares it owns that are held by the Account that are owned by the Company for their general accountsAccount, in the same proportion as the Company votes Shares held by the Account those shares for which timely voting instructions are received from Contract ownersreceived; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Annuity Investors Variable Account A)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Company, free of charge, with such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materials. 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Company's expense, shall print print. and provide such statement to the Company (or a master master' of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Fund or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Allianz Life of Ny Variable Account C)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" soft copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require request for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
2.7 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) ; and 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 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 2.8 Neither the Fund nor the Underwriter shall give any information or make any representations or statements on behalf of of, or concerning the Company or concerning the Companyany of its affiliates, the Accounts or the Contracts (and any documents related thereto) other than information or representations contained in and accurately derived from the registration statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company.
2.10 2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 2.10 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the Fund; and (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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Nyliac Variable Annuity Separate Account I)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to printed together in one document. The 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 Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 At the reasonable request of the Fund or its designee, the 2.6 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 statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year;
(b) the Company's quarterly statementsstatements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each semi-annual period;
(c) any financial statement, proxy statement, notice or report of the Company sent to public shareholders and/or policyholders, as soon as practical after the delivery thereof to such shareholders;
(d) any registration statement (without exhibits) and financial reports of the Company filed with the SEC or any state insurance regulator, as soon as practical after the filing thereof; 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, as soon as practical after the receipt thereof.
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Fund Shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicyowners: (a) the Company will provide pass-through voting privileges to owners of Contracts - or policies whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policyowners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Hotchkis & Wiley Variable Trust)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require request for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Fund or the Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in change to the registration statement or statement of additional information for any Account. The Fund and the Underwriter will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement in an orderly manner. The Fund and the Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
2.7 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("“Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten five (5) Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
2.7 2.8 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 ’s annual financial report (prepared under generally accepted accounting principles ("“GAAP"”, if any);
(b) the Company's ’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) and financial reports of the Company filed with any state insurance regulator.
2.8 2.9 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 2.10 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the written permission of the Company.
2.10 2.11 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 2.12 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
Obligations of the Parties. 2.1 3.1. The Fund shall will prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall will bear the costs of registration and qualification of its Sharesshares, 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.
2.2 At least annuallyshares. In the event that the Fund initiates (i) a reorganization as defined by Section 2 of the 1940 Act of the Fund or a Portfolio, or (ii) a change in the name of the Fund or a Portfolio, the Fund or its designee shall reimburse the Company for the Company's reasonable internal and out-of-pocket costs associated with the aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and shall provide the Company, free Fund or its designee with acceptable documentation of charge, with any such documentation (including a "camera ready" copy of costs incurred.
3.2. At the new prospectus as set in type or, at the request option of the Company, a diskette in the form sent to Fund will either: (a) provide the financial printer) Company with as many copies of the Fund's current prospectus, statement of additional information, annual report, semi-annual report and other assistance shareholder communications, including any amendments or supplements to any of the foregoing, as is the Company will reasonably necessary in order for request; or (b) provide the Company with a camera-ready copy, computer disk or other medium agreed to by the parties hereto once each year (or more frequently if the prospectus of such documents in a form suitable for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materialsprinting. The Fund shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall will bear the expense of providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion one-half of the Company's costs cost of typesetting and printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds such documents and no other investment vehicle funding the Accounts, that are sent of distributing such documents to existing Contract owners.
2.3 The prospectus , with the Company bearing the remainder of the cost. To the extent that such documents for the Shares shall state that the statement of additional information Fund are printed in combination with such documents for the Shares is available from other funds, the Fund will bear its pro-rata share of the cost of typesetting, printing and distributing such combined document. The Company will bear the cost of distributing all such documents to prospective Contract owners and applicants as required. The fund will provide written instruction to all Participating Insurance Companies including Company each time the Fund amends its current Prospectus, directing the Participating Insurance Companies as to whether the amendment or its designeesupplement 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 or its designeeagrees that the instruction it gives Company in each instance will be identical to the instruction it provides other Participating Insurance Companies.
3.3. The Fund, at its expense, shall print and provide such statement of additional information either will:
(a) distribute its proxy materials directly to the Company appropriate Contract owners; or
(or a master of such statement suitable for duplication by the Companyb) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free or its mailing agent with copies of charge copies, if and to the extent applicable to the Shares, of the Fund's its proxy materials, 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 distribution the reasonable cost of 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 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 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 will prepare and be responsible for filing with 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 and preparation and filing of documents listed in this Section 3.6. The Company also will bear the cost of typesetting, printing and distributing the documents listed in this Section 3.6 to existing and prospective Contract owners.
2.5 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 owners3.7. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its designee, a copy of language that would use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material.
3.8. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in any prospectus for connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Contracts Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in which reports or proxy statements for the Fund, or in published reports for the Underwriter Fund which are in the public domain or BAL ("approved by the Fund Parties") is named prior or the Adviser for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with permission of the Fund or the Adviser. The Fund and the Adviser agree to the filing of such document with the SECrespond to any request for approval on a prompt and timely basis. Upon request, Nothing in this Section 3.8 will be construed as preventing the Company shall or its employees or agents from giving advice on investment in the Fund.
3.9. The Fund or the Adviser will furnish, or shall will cause to be furnished, to the Fund Company or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Company or BAL an Account is named, at least ten (10) Business Days prior to its use. No such prospectus, statement of additional information or material shall will be used if any of the Fund Parties Company reasonably objects to such useuse within five (5) Business Days after receipt of such material.
2.7 At 3.10. The Fund and 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) and financial reports of the Company filed with any state insurance regulator.
2.8 The Company shall Adviser will not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter shall 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 a registration statement, prospectus or statement of additional information for the registration statements or Contract prospectuses (Contracts, as such registration statements or Contract prospectuses statement, prospectus and statement of additional information may by be amended or supplemented from time to time), or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with the 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 shall amend agrees to respond to any request for approval on a prompt and timely basis.
3.11. The Fund will provide to the Company at least one complete copy of all registration statement statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or the NASD.
3.12. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or the NASD.
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 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 and registration statement for each Account under or the 1940 Act from time Act.
3.14. The Fund and the Adviser hereby consent to time as required in order to effect the continuous offering Company's use of the Contracts or as may otherwise name Third Avenue Funds 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 Adviser will be required by applicable lawresponsible for calculating the performance information for the Fund. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 calculating the Accounts calculate voting privileges in performance information for the manner established by Contracts. The Fund and the Fund; (c) with respect Adviser agree to each Account, provide the Company will vote Shares of with performance information for the Fund held by the Account and for which no on a timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by basis to enable the Company to calculate performance information for their general accounts, the Contracts in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners; accordance with applicable state and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretionfederal law.
Appears in 1 contract
Sources: Participation Agreement (Riversource of New York Account 8)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to printed together in one document. The 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 Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.in
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 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 statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
(b) the Company's quarterly statementsstatements (statutory) (and GAAP, if any);
(c) any financial statement, proxy statement, notice or report of the Company sent to public shareholders and/or policyholders;
(d) any registration statement (without exhibits) and financial reports of the Company 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.
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Fund Shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicyowners: (a) the Company will provide pass-through voting privileges to owners of Contracts - or policies whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policyowners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Hotchkis & Wiley Variable Trust)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL MLIM ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL MLIM is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL the Adviser in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Sun Life of Canada U S Variable Account G)
Obligations of the Parties. 2.1 The Fund Trust shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedTrust. The Fund Trust shall bear the costs of registration and qualification of its 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 At least annually, the Fund Trust or its designee designees shall provide the Company, free with a copy of chargethe current prospectuses (describing only the Portfolios used in the Contracts) for the Shares. If requested by the Company, with the Trust or its designees shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to printed. The expenses of such printing shall be borne by the Company. In the event that the Company requests that the Trust or its designees provide the Trust's Contract prospectuses in a "camera ready" or related materials. The Fund diskette format, the Trust shall be responsible solely for providing the prospectus prospectuses in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus prospectuses in such formatthe format in which they accustomed to formatting prospectuses (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersformat.
2.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Fund Trust or its designeedesignees. The Fund Trust or its designeedesignees, 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) for distribution to any owner of a Contract funded by the Shares. The Fund Trust or its designeedesignees, 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 Fund Trust or its designee designees shall provide the Company free of charge copies, if and to the extent applicable to the Shares, a copy of the FundTrust's proxy materials, reports to shareholders Shareholders and other communications to shareholders in Shareholders. The Trust or its designees, at the Company's expense, shall print and provide such quantity as documents to the Company shall reasonably require (or a master of such statement suitable for duplication by the Company) for distribution to Contract ownersowners upon request of the Company.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund Trust or its designeedesignees, a copy of language that would be used in any each prospectus for the Contracts or and statement of additional information for the Contracts in which the Fund, the Underwriter Trust or BAL ("Fund Parties") is its investment advisers are named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund Trust or its designeedesignees, each piece of sales literature or other promotional material in which the Fund, the Underwriter Trust or BAL is its investment advisers are named, at least ten 15 Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties Trust or its designees reasonably objects to such useuse within 10 Business Days after receipt of such material.
2.7 At the reasonable request of the Fund or its designee, the 2.6 The Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund Trust or its designee designees copies of the following reportsreports if and when requested by the Trust:
(a) the Company's annual financial statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);, as soon as practical and in any event within 120 days after the end of each fiscal year; and
(b) the Company's quarterly statementsstatements (statutory) (and GAAP, if any), as soon as practical and in any event within 60 days after the end of each semi- annual period;
(c) any financial statement, proxy statement, notice or report of the Company sent to policyholders;
(d) any registration statement (without exhibits) and financial reports of the Company filed with any state insurance regulator.
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter Trust or concerning the Fund, the Underwriter or BAL Trust 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), reports of the FundTrust, FundTrust-sponsored proxy statements, or in sales literature or other promotional material approved by the Fund Trust or Underwriterits designees, except with the written permission of the Fund Trust or Underwriterits designees.
2.9 Neither the Fund nor the Underwriter 2.8 The Trust shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.10 The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemption, requests for no-action letters and all amendments to any of the above, that relate to the Trust or its shares, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Trust shall provide the Company with as much notice as is reasonable practicable of any proxy solicitation for a Portfolio and of any material change in the prospectuses or registration statements relating to the Trust or its shares, particularly any changes resulting in a change to a prospectus or registration statement relating to the Contracts. The Company will provide to the Trust at least one complete copy of all registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemption, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Accounts, contemporaneously with the filing of such document with the SEC. For purposes of this Article 2, 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, 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 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 communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1993 Act, or the 1940 Act. The Company and the Trust, agree that the provis▇▇▇▇ ▇▇ this Article 2 are not intended to designate or other otherwise imply that the Company is an underwriter or distributor of shares of the Trust.
2.11 The Company represents that the Contracts are currently treated as annuity, endowment, or life insurance contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and warrants and agrees that (i) it will make every effort to maintain such treatment and (ii) it will notify the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
2.12 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderscontract owners: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the FundTrust; (b) the Fund 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 FundTrust; (c) with respect to each Account, the Company will vote Shares of the Fund Trust held by the Account and for which no timely voting instructions from Contract holders owners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Trust Shares held by Contract owners without the prior written consent of the FundTrust, which consent may be withheld in the FundTrust's sole discretion.
2.13 The Trust represent that they are currently qualified as a regulated investment company under Subchapter M of the Code and warrant and agree that (i) they will make all reasonable efforts to maintain its qualification (under Subchapter M or any successor or similar provision) and (ii) they will notify the Company immediately upon having a reasonable basis for believing that they have ceased to so qualify or that they might not so qualify in the future.
2.14 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to the dissolution, mergers, and sale of the Trust upon the sole authorization of its Trustees, to the extent permitted by the laws of the Commonwealth of Massachusetts and the 1940 Act.
2.15 The Company and the Trust shall each promptl▇ ▇▇▇▇▇▇ the other of the results of any regulatory examination relating to the Contracts or the Trust, and shall provide relevant portions of any "deficiency letter" or other correspondence or written report regarding such examination and any response thereto.
2.16 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that any offering of its shares is registered and that all of its shares are authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the cost of registration and qualification of the Trust, preparation and filing of the Trust's prospectuses, statements of additional information, registration statement, proxy materials and reports, setting in type and printing the prospectus, proxy materials and reports to shareholders, preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Trust's shares.
2.17 All expenses incident to the performance by the Company under this Agreement shall be borne by the Company. The Company shall bear the cost of registration and qualification of the Accounts and the Contracts, preparation and filing of the Contracts' prospectuses and registration statements, and printing and distributing to Contract owners and prospective owners the Contract prospectuses. The Company shall bear the cost of distributing to prospective owners of the Contracts the Trust's prospectuses, proxy materials, reports and other shareholder communications.
2.18 The Trust will comply with the diversification requirements for variable annuity, endowment, modified endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5, and any amendments or other modifications to that section or regulation at all times necessary to satisfy those requirements. The Trust will notify the Company immediately upon having a reasonable basis for believing that they have ceased to comply or might not so comply and will immediately take all reasonable steps to adequately diversify and to achieve compliance within the grace period afforded by Regulation 1.817-5.
Appears in 1 contract
Sources: Fund Participation Agreement (Agl Separate Account Vl R)
Obligations of the Parties. 2.1 The Fund Merrill Lynch, acting through Defined Asset Funds, shall prepare and be responsible for res▇▇▇▇▇▇▇e ▇▇▇ filing with the SEC and any state securities regulators requiring such filingregulators, all shareholder reportsprospectuses, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses notices and statements of additional information other documents of the Fund required to be so filedfiled with said regulators. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which the Fund, as an issuer issuer, is subject on the issuance and transfer of its Sharessecurities.
2.2 At least annually, the Fund Merrill Lynch, acting through Defined Asset Funds or its designee designee, shall provide the Companypr▇▇▇▇▇ ▇h▇ ▇▇▇pany, free of charge, with such documentation (including a "camera ready" copy camera-ready proof of the new current prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) Fund and any other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the Fund prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform Contracts and the Fund prospectus printed together in one document; the expenses of such printing to be borne by the Company's Contract prospectuses or related materials. The Fund Defined Asset Funds shall be responsible solely for providing the Fund prospectus in the format in which it is accustomed to formatting prospectuses and prospectuses, the Fund shall bear the expense of providing the prospectus in such formatformat (E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund Merrill Lynch, acting through Defined Asset Funds 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copiespr▇▇▇▇▇ ▇h▇ ▇▇▇pany, if and to the extent applicable to the SharesUnits, free of the Fund's proxy materials, reports charge with copies of each Fund report to shareholders Unitholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract ownersUnitholders.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 2.4 The Company shall furnish, or cause to be furnished, to the Fund Defined Asset Funds or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") Merrill Lynch is named prior to the filing of such document with the SEC. Upon request, the Company ▇▇▇ ▇▇m▇▇▇▇ shall furnish, or shall cause to be furnished, to the Fund Defined Asset Funds or its designee, each piece of sales literature or other promotional material intended for distribution to the public in which the Fund, the Underwriter Fund or BAL Merrill Lynch is named, at least ten five Business Days prior to its use. No such prospectuss▇▇▇ ▇▇▇s▇▇▇▇▇s, statement of additional information or material shall be used if any of the Fund Parties Defined Asset Funds or an authorized agent thereof reasonably objects to such useuse within five Business Days after receipt of such material.
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) and financial reports of the Company filed with any state insurance regulator.
2.8 2.5 The Company shall not give any information or make any representations or statements on behalf of or concerning the Fund or Underwriter or concerning the Fund, the Underwriter or BAL Defined Asset Funds 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 Shares 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 materials approved by the Fund Defined Asset Funds or Underwriterits designee, except with the written permission of the Fund Defined Asset Funds or Underwriterits designee.
2.9 2.6 Neither the Fund nor the Underwriter Defined Asset Funds 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 2.7 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 shall register and qualify the Contracts for sale to the extent required by applicable federal and state securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Obligations of the Parties. 2.1 3.1. The Fund shall will prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall will bear the costs of registration and qualification of its Sharesshares, 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.
2.2 At least annuallyshares. In the event that the Fund initiates (i) a reorganization as defined by Section 2 of the 1940 Act of the Fund or a Portfolio, or (ii) a change in the name of the Fund or a Portfolio, the Fund or its designee shall reimburse the Company for the Company's reasonable internal and out-of-pocket costs associated with the aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and shall provide the Company, free Fund or its designee with acceptable documentation of charge, with any such documentation (including a "camera ready" copy of costs incurred.
3.2. At the new prospectus as set in type or, at the request option of the Company, a diskette in the form sent to Fund will either: (a) provide the financial printer) Company with as many copies of the Fund's current prospectus, statement of additional information, annual report, semi-annual report and other assistance shareholder communications, including any amendments or supplements to any of the foregoing, as is the Company will reasonably necessary in order for request; or (b) provide the Company with a camera-ready copy, computer disk or other medium agreed to by the parties hereto once each year (or more frequently if the prospectus of such documents in a form suitable for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract prospectuses or related materialsprinting. The Fund shall be responsible solely for providing the prospectus in the format in which it is accustomed to formatting prospectuses and shall will bear the expense of providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion one-half of the Company's costs cost of typesetting and printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds such documents and no other investment vehicle funding the Accounts, that are sent of distributing such documents to existing Contract owners.
2.3 The prospectus , with the Company bearing the remainder of the cost. To the extent that such documents for the Shares shall state that the statement of additional information Fund are printed in combination with such documents for the Shares is available from other funds, the Fund will bear its pro-rata share of the cost of typesetting, printing and distributing such combined document. The Company will bear the cost of distributing all such documents to prospective Contract owners and applicants as required. The fund will provide written instruction to all Participating Insurance Companies including Company each time the Fund amends its current Prospectus, directing the Participating Insurance Companies as to whether the amendment or its designeesupplement 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 or its designeeagrees that the instruction it gives Company in each instance will be identical to the instruction it provides other Participating Insurance Companies.
3.3. The Fund, at its expense, shall print and provide such statement of additional information either will:
(a) distribute its proxy materials directly to the Company appropriate Contract owners; or
(or a master of such statement suitable for duplication by the Companyb) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free or its mailing agent with copies of charge copies, if and to the extent applicable to the Shares, of the Fund's its proxy materials, 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 distribution the reasonable cost of 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 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 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 will prepare and be responsible for filing with 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 and preparation and filing of documents listed in this Section 3.6. The Company also will bear the cost of typesetting, printing and distributing the documents listed in this Section 3.6 to existing and prospective Contract owners.
2.5 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 owners3.7. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its designee, a copy of language that would use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material.
3.8. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in any prospectus for connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Contracts Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in which reports or proxy statements for the Fund, or in published reports for the Underwriter Fund which are in the public domain or BAL ("approved by the Fund Parties") is named prior or the Adviser for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with permission of the Fund or the Adviser. The Fund and the Adviser agree to the filing of such document with the SECrespond to any request for approval on a prompt and timely basis. Upon request, Nothing in this Section 3.8 will be construed as preventing the Company shall or its employees or agents from giving advice on investment in the Fund.
3.9. The Fund or the Adviser will furnish, or shall will cause to be furnished, to the Fund Company or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Company or BAL an Account is named, at least ten (10) Business Days prior to its use. No such prospectus, statement of additional information or material shall will be used if any of the Fund Parties Company reasonably objects to such useuse within five (5) Business Days after receipt of such material.
2.7 At 3.10. The Fund and 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) and financial reports of the Company filed with any state insurance regulator.
2.8 The Company shall Adviser will not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter shall 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 a registration statement, prospectus or statement of additional information for the registration statements or Contract prospectuses (Contracts, as such registration statements or Contract prospectuses statement, prospectus and statement of additional information may by be amended or supplemented from time to time), or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with the 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 shall amend agrees to respond to any request for approval on a prompt and timely basis.
3.11. The Fund will provide to the Company at least one complete copy of all registration statement statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or the NASD.
3.12. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or the NASD.
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 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 ▇▇▇▇ ▇▇▇.
3.14. The Fund and registration statement for each Account under the 1940 Act from time Adviser hereby consent to time as required in order to effect the continuous offering Company's use of the Contracts or as may otherwise name Third Avenue Funds 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 Adviser will be required by applicable lawresponsible for calculating the performance information for the Fund. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 calculating the Accounts calculate voting privileges in performance information for the manner established by Contracts. The Fund and the Fund; (c) with respect Adviser agree to each Account, provide the Company will vote Shares of with performance information for the Fund held by the Account and for which no on a timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by basis to enable the Company to calculate performance information for their general accounts, the Contracts in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners; accordance with applicable state and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretionfederal law.
Appears in 1 contract
Sources: Participation Agreement (Riversource Variable Life Separate Account)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Contract owners. The Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Sharesowner. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's overall assets that are invested in the mailing, by weight, attributable to the documents relating to the Fund, in connection with mailing such materials to existing Contract owners, based upon appropriate documentation provided by the Company.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL MLIM ("collectively, “Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, if any of the Fund Parties are named, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL MLIM is named, at least ten five (5) Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or Underwriter reasonably objects to such useuse within five (5) Business Days after receipt of such material.
2.7 At the reasonable request of the The Fund or its the Underwriter, or a designee, the Company shall will furnish, or shall will cause to be furnished, as soon as practical, to the Fund Company or its designee copies designee, each piece 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 sales literature or report of other promotional material in which the Company sent or any Account is named, at least five (5) Business Days prior to policyholders;
(d) any registration statement (without exhibits) and financial reports of its proposed use. No such material shall be used if the Company filed with any state insurance regulatorreasonably objects to such use within five (5) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL the Adviser in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders, and if a meeting of shareholders of the Fund (or any Portfolio) is called by the Directors: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are or owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion; and (e) the Fund, the Underwriter or MLIM will bear the cost of any services provided on behalf of the Fund by a proxy tabulation agent in connection with a proxy solicitation.
Appears in 1 contract
Sources: Fund Participation Agreement (Delaware Life Variable Account F)
Obligations of the Parties. 2.1 The Fund ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting through Defined Asset Funds, shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filingregulators, all shareholder reportsprospectuses, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses notices and statements of additional information other documents of the Fund required to be so filedfiled with said regulators. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which the Fund, as an issuer issuer, is subject on the issuance and transfer of its Sharessecurities.
2.2 At least annually, the Fund ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting through Defined Asset Funds or its designee designee, shall provide the Company, free of charge, with such documentation (including a "camera ready" copy camera-ready proof of the new current prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) Fund and any other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the Fund prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform Contracts and the Fund prospectus printed together in one document; the expenses of such printing to be borne by the Company's Contract prospectuses or related materials. The Fund Defined Asset Funds shall be responsible solely for providing the Fund prospectus in the format in which it is accustomed to formatting prospectuses and prospectuses, the Fund shall bear the expense of providing the prospectus in such formatformat (E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting through Defined Asset Funds 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copiesCompany, if and to the extent applicable to the SharesUnits, free of the Fund's proxy materials, reports charge with copies of each Fund report to shareholders Unitholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract ownersUnitholders.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 2.4 The Company shall furnish, or cause to be furnished, to the Fund Defined Asset Funds or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") ▇▇▇▇▇▇▇ ▇▇▇▇▇ is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund Defined Asset Funds or its designee, each piece of sales literature or other promotional material intended for distribution to the public in which the Fund, the Underwriter Fund or BAL ▇▇▇▇▇▇▇ ▇▇▇▇▇ is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties Defined Asset Funds or an authorized agent thereof reasonably objects to such useuse within five Business Days after receipt of such material.
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) and financial reports of the Company filed with any state insurance regulator.
2.8 2.5 The Company shall not give any information or make any representations or statements on behalf of or concerning the Fund or Underwriter or concerning the Fund, the Underwriter or BAL Defined Asset Funds 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 Shares 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 materials approved by the Fund Defined Asset Funds or Underwriterits designee, except with the written permission of the Fund Defined Asset Funds or Underwriterits designee.
2.9 2.6 Neither the Fund nor the Underwriter Defined Asset Funds 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 2.7 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 shall register and qualify the Contracts for sale to the extent required by applicable federal and state securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Obligations of the Parties. 2.1 The Fund Merrill Lynch, ▇▇▇▇▇▇ ▇▇▇▇▇gh Defined Asset Funds, shall prepare and be responsible for filing with the SEC and any state securities regulators requiring such filingregulators, all shareholder reportsprospectuses, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses notices and statements of additional information other documents of the Fund required to be so filedfiled with said regulators. The Fund shall bear the costs of registration and qualification of its Shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which the Fund, as an issuer issuer, is subject on the issuance and transfer of its Sharessecurities.
2.2 At least annually, the Fund Merrill Lynch, ▇▇▇▇▇▇ ▇▇▇▇▇gh Defined Asset Funds or its designee designee, shall provide the Company, free of charge, with such documentation (including a "camera ready" copy camera-ready proof of the new current prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) Fund and any other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the Fund prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform Contracts and the Fund prospectus printed together in one document; the expenses of such printing to be borne by the Company's Contract prospectuses or related materials. The Fund Defined Asset Funds shall be responsible solely for providing the Fund prospectus in the format in which it is accustomed to formatting prospectuses and prospectuses, the Fund shall bear the expense of providing the prospectus in such formatformat (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund Merrill Lynch, ▇▇▇▇▇▇ ▇▇▇▇▇gh Defined Asset Funds 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copiesCompany, if and to the extent applicable to the SharesUnits, free of the Fund's proxy materials, reports charge with copies of each Fund report to shareholders Unitholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract ownersUnitholders.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 2.4 The Company shall furnish, or cause to be furnished, to the Fund Defined Asset Funds or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") is named prior Merrill Lynch ▇▇ ▇▇▇▇d ▇▇▇▇r to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund Defined Asset Funds or its designee, each piece of sales literature or other promotional material intended for distribution to the public in which the FundFund or Merrill Lynch ▇▇ ▇▇▇▇d, the Underwriter or BAL is named, at ▇▇ least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties Defined Asset Funds or an authorized agent thereof reasonably objects to such useuse within five Business Days after receipt of such material.
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) and financial reports of the Company filed with any state insurance regulator.
2.8 2.5 The Company shall not give any information or make any representations or statements on behalf of or concerning the Fund or Underwriter or concerning the Fund, the Underwriter or BAL Defined Asset Funds 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 Shares 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 materials approved by the Fund Defined Asset Funds or Underwriterits designee, except with the written permission of the Fund Defined Asset Funds or Underwriterits designee.
2.9 2.6 Neither the Fund nor the Underwriter Defined Asset Funds 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 2.7 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 shall register and qualify the Contracts for sale to the extent required by applicable federal and state securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Equity Investor Fd 1998 Ml Sel Ten v I Trust Def Asset FDS)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require request for distribution to Contract owners.
2.5 With respect to any prospectus, shareholder report or proxy solicitation materials that concern solely the Fund and no other investment vehicle funding the Separate Accounts, the Fund shall pay for the Company's postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Separate Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Separate Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus or private placement memorandum ("PPM") for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectusprospectus or PPM, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 (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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter shall 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 time as required in order to 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 sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 Solely with respect to Contracts and Separate Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Separate Accounts, in Shares of the 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 Fund; (c) with respect to each Separate Account, the Company will vote Shares of the Fund held by the Separate Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Separate Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Separate Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Variable Account II of AGL of Delaware)
Obligations of the Parties. 2.1 The Fund shall prepare bear the costs of registering and be responsible for qualifying the Fund's shares, and of preparing and filing with the SEC and any state securities regulators requiring such filingFund's prospectus, all shareholder reportsregistration statement, notices, Fund 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 Fund shall pay all taxes on the issuance and/or transfer of the Fund's shares.
2.2 The Fund required shall provide the Company, at the Fund's expense, with as many copies of the Fund's current prospectus, annual report, semi-annual report, or Fund sponsored proxy material as the Company may reasonably request in order to be so fileddistribute, at the Company's expense, to then current owners of Contracts. If requested by the Company in lieu thereof, the Fund shall provide such documentation in electronic form acceptable to Company at the Fund's expense once each year (or more frequently if the prospectus for the Fund is amended). The Fund shall bear the printing (or duplicating costs with respect to the statement of additional information) associated with the Fund's current prospectus, statement of additional information, annual report, semi annual report, Fund-sponsored proxy material or other shareholder communications, including any amendments or supplements to any of the foregoing, to the extent required to be provided by the Fund to its then-current shareholders, including the Company. The Company shall bear the mailing costs of registration and qualification distributing the Fund's current prospectus, statement of its Sharesadditional information, preparation and filing annual report, semi-annual report, Fund-sponsored proxy material or other shareholder communications, including any amendments or supplements to any of the documents listed in this Section 2.1 foregoing. The Fund shall not bear any costs of preparing, printing, recording, taping or disseminating sales literature or other promotional materials or the costs of printing and all taxes mailing to which an issuer is subject on prospective Contract purchasers copies of the issuance and transfer Fund's prospectus, statement of its Sharesadditional information, periodic reports or other printed materials. The parties agree to cooperate with the implementation of internet availability of shareholder reports as contemplated by SEC Rule 30e-3.
2.2 At least annually2.3 The Fund shall provide the Company (at the Company's expense) with as many copies of the Fund's current prospectus as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide the Company, free of charge, with such documentation (including a "camera ready" final copy of the new current prospectus as set in type or, electronic form at the request of the Company, a diskette in the form sent to the financial printerFund's expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the prospectus for the Shares Fund is supplemented or amended) to have the Fund's prospectus printed for prospect Contract owners either separately or together with the prospectus for the Shares conform to the Company's Contract prospectuses or related materials. 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company Contracts (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide Company will bear the Company free costs of charge copiesregistering the Contracts for sale, if qualifying the Accounts including any registration, printing costs and to mailing costs associated with the extent applicable to the Shares, delivery of the Fund's proxy materials, reports to shareholders Contracts' current prospectuses and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement statements of additional information for the Contracts in which the Fundinformation, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon requestprivate placement memoranda, the Company shall furnishannual and semi-annual reports, or shall cause to be furnishedContracts, to the Fund or its designeeContract applications, each piece of sales literature or other promotional material in which material, and Company-sponsored proxy materials and voting solicitation instructions.
2.5 The Company will bear the Fund, responsibility and corresponding expense for administrative and support services for Contract owners. The Fund recognizes the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement Company as the sole shareholder of additional information or material shall be used if any shares of the Fund Parties reasonably objects to such useissued under this Agreement.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account)
Obligations of the Parties. 2.1 2.1. The Fund shall prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall bear the costs cost of registration and qualification of its Sharesshares, 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 Sharesshares.
2.2 At least annually2.2. The Distributor shall provide the Company with as many printed copies of the Fund’s or the relevant Portfolio’s current prospectus or prospectuses (describing only the designated Portfolios of the Account) and statement of additional information or, to the extent permitted and to the extent the Fund or the Distributor produces them, the Fund’s profiles, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund or its designee shall provide the CompanyCompany with a PDF, free camera ready copy, or a form suitable for printing of chargesuch documents, with and such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if such documents are amended during the prospectus for the Shares is supplemented or amendedyear) to have such documents printed together in one document. Alternatively, the Company may print the Fund’s prospectus for the Shares conform and/or statement of additional information in combination with other fund companies’ prospectuses and statements of additional information. All such documents shall be provided to the Company's Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses or related materials. The Fund and statements of additional information 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 providing the prospectus Company. For prospectuses and statements of additional information provided by the Company to its existing Contract owners in order to update disclosure annually as required by 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 camera ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such formatprospectuses distributed to Contract owners, and B is the Fund’s per unit cost of typesetting and printing the Fund’s prospectus. The same procedures shall be followed with respect to the Fund’s statement of additional information. The Company shall bear agrees to provide the expense 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 adjusting or changing the format to conform with printing any of its Contract prospectuses or related materials. The Funds shall pay that portion statements of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no additional information other investment vehicle funding the Accounts, that are sent than those actually distributed to existing Contract owners.
2.3 2.3. The Fund’s prospectus for the Shares shall state that the statement of additional information for the Shares Fund is available from the Fund Distributor or its designee. The Fund or its designee, at its expense, shall print and provide such statement of additional information to the Company Participating Insurance Companies (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund’s discretion, in connection with mailing the prospectus shall state that such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which is available from the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use).
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Peoples Benefit Life Insurance Co Separate Account V)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 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 Fund or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to printed together in one document. The 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 Contract prospectuses prospectus in a "camera ready" or related materials. The 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 providing the prospectus in such formatformat (E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter Fund or BAL ("Fund Parties") its investment adviser is named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter Fund or BAL its investment adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 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 statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
; (b) the Company's quarterly statementsstatements (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).
2.8 2.7 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter Fund or BAL 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 Fund Shares (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 Underwriterits designee, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not 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 statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may 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 with the written permission of the Company.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicyowners: (a) the Company will provide pass-through voting privileges to owners of Contracts - or policies whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policyowners are received, as well as Shares held by the Account that are owned by the Company for their its general accountsaccount, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are received from Contract owners- or policyowners; and (d) the Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Insurance Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Fund or its designee shall provide the Insurance Company, at the Insurance Company's expense, with as many copies of the current prospectus for the Shares as the Insurance Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Insurance Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printertype) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to the Company's Contract prospectuses or related materialsprinted together in one document. The expenses of such printing shall be borne by the Insurance Company. In the event the Insurance Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Insurance Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Insurance Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Insurance Company's expense, shall print and provide such statement to the Insurance Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Fund or its designee shall provide the Insurance Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports reports-to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Insurance Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Insurance Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Funda Portfolio, the Underwriter Fund or BAL ("Fund Parties") the Adviser is named prior to the filing of such document with the SEC. Upon request, the The Insurance Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Funda Portfolio, the Underwriter Fund or BAL the Adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 2.6 At the reasonable request of the Fund or its designee, the Insurance Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a1) the Insurance Company's annual financial statement (prepared under statutory accounting principles ("statutory")) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
(b2) the Insurance Company's quarterly statementsstatements (statutory and GAAP, if any);
(c3) any financial statement, proxy statement, notice or report of the Insurance Company relating to the Portfolio(s) sent to shareholders and/or policyholders;:
(d4) any registration statement (without exhibits) and financial reports of the Insurance Company relating to the Portfolio(s) filed with the SEC or any state insurance regulator.; and
2.8 (5) any other public report submitted to the Insurance Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Insurance Company relating to the Portfolio(s)
2.7 The Insurance Company shall not give any information or make any representations or statements on behalf of a Portfolio or the Fund or Underwriter concerning any of them or concerning the Fund, the Underwriter or BAL 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 Fund Shares (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 materials approved by the Fund or its designee for distribution, including sales literature or other promotional material approved by the Fund or Underwritermaterials, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not give any information or make any representations or statements on behalf of the Insurance Company or concerning the Insurance Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by be amended or supplemented from time to time), or in materials approved by the Insurance Company for distribution including sales literature or other promotional materials, except with the written permission of the Insurance Company.
2.10 2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Insurance 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 Insurance Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.10 The Insurance Company shall be responsible for assuring that, 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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicy owners: (a) the Insurance Company will provide pass-through voting privileges to owners of Contracts or policies whose cash values are invested, through the Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Insurance Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund; (c) with respect to each Account, the Insurance Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policy owners are received, as well as Shares held by the Account that are owned by the Insurance Company for their its general accountsaccount, in the same proportion as the Insurance Company votes Shares held by the Account for which timely voting instructions are received from Contract or policy owners; and (d) the Insurance Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Mercury Vi Funds Inc)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL MLIM ("“Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL MLIM is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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 ’s annual financial report (prepared under generally accepted accounting principles ("“GAAP"”, if any);
(b) the Company's ’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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL the Adviser in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Standard Insurance Co)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund or its designee shall provide the Insurance Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios) for the Shares as the Insurance Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Fund or its designee shall provide the Insurance Company, at the Insurance Company's expense, with as many copies of the current prospectus for the Shares as the Insurance Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Insurance Company in lieu thereof, the Fund or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printertype) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares conform to the Company's Contract prospectuses or related materialsprinted together in one document. The expenses of such printing shall be borne by the Insurance Company. In the event the Insurance Company requests that the Fund or its designee provide the Fund's prospectus in a "camera ready" 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 providing the prospectus in such formatformat (e.g., typesetting expenses), and the Insurance Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract ownersprospectuses.
2.3 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 Fund or its designee, at its expense, shall print and provide such statement of additional information to the Insurance Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to any owner of a Contract funded by the Shares. The Fund or its designee, at the Insurance Company's expense, shall print and provide such statement to the Insurance Company (or a master of such statement suitable for duplication by the Insurance Company) for distribution to a prospective purchaser who requests such statement.
2.4 The Fund or its designee shall provide the Insurance Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's proxy materials, reports to shareholders Shareholders and other communications to shareholders Shareholders in such quantity as the Insurance Company shall reasonably require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Insurance Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any each prospectus for the Contracts or statement of additional information for the Contracts in which the Funda Portfolio, the Underwriter Fund or BAL ("Fund Parties") the Adviser is named prior to the filing of such document with the SEC. Upon request, the The Insurance Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Funda Portfolio, the Underwriter Fund or BAL the Adviser is named, at least ten five Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties or its designee reasonably objects to such useuse within five Business Days after receipt of such material.
2.7 2.6 At the reasonable request of the Fund or its designee, the Insurance Company shall furnish, or shall cause to be furnished, as soon as practical, to the Fund or its designee copies of the following reports:
(a1) the Insurance Company's annual financial statement (prepared under statutory accounting principles ("statutory")) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any);
(b2) the Insurance Company's quarterly statementsstatements (statutory and GAAP, if any);
(c3) any financial statement, proxy statement, notice or report of the Insurance Company relating to the Portfolio(s) sent to shareholders and/or policyholders;:
(d4) any registration statement (without exhibits) and financial reports of the Insurance Company relating to the Portfolio(s) filed with the SEC or any state insurance regulator; and
(5) any other public report submitted to the Insurance Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Insurance Company relating to the Portfolio(s).
2.8 2.7 The Insurance Company shall not give any information or make any representations or statements on behalf of a Portfolio or the Fund or Underwriter concerning any of them or concerning the Fund, the Underwriter or BAL 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 Fund Shares (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 materials approved by the Fund or its designee for distribution, including sales literature or other promotional material approved by the Fund or Underwritermaterials, except with the written permission of the Fund or Underwriterits designee.
2.9 Neither the 2.8 The Fund nor the Underwriter shall not give any information or make any representations or statements on behalf of the Insurance Company or concerning the Insurance Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statements statement or Contract prospectuses prospectus for the Contracts (as such registration statements or Contract prospectuses statement and prospectus may by be amended or supplemented from time to time), or in materials approved by the Insurance Company for distribution including sales literature or other promotional materials, except with the written permission of the Insurance Company.
2.10 2.9 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. The Insurance 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 Insurance Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.10 The Insurance Company shall be responsible for assuring that, 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 that, the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holderspolicy owners: (a) the Insurance Company will provide pass-through voting privileges to owners of Contracts or policies whose cash values are invested, through the Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Insurance Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Fund; (c) with respect to each Account, the Insurance Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders or policy owners are received, as well as Shares held by the Account that are owned by the Insurance Company for their its general accountsaccount, in the same proportion as the Insurance Company votes Shares held by the Account for which timely voting instructions are received from Contract or policy owners; and (d) the Insurance Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Mercury Vi Funds Inc)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's ’s Contract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Fund's ’s proxy materials, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require request for distribution to Contract owners.
2.5 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 ’s postage costs in connection with mailing such materials to existing Contract owners. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's ’s postage costs, based on the percentage of such Account's ’s overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("“Fund Parties"”) is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such useuse within five business days after receipt of such materials.
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 ’s annual financial report (prepared under generally accepted accounting principles ("“GAAP"”, if any);
(b) the Company's ’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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's ’s sole discretion. The parties further agree that the Fund shall use reasonable efforts to provide written notice to the Company at least five business days before the record date of any meeting or other means of voting that requires the pass-through voting privileges described above. If the Company is unable to satisfy the foregoing provisions of this Section 2.11 (or any services that arise in connection therewith) as a result of the Fund’s failure to provide five-days’ notice, it shall not be deemed a breach of this Agreement by the Company.
Appears in 1 contract
Sources: Fund Participation Agreement (American Fidelity Separate Account B)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require request for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such useuse within three Business Days after receipt of such material.
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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 Solely It is understood and agreed that, except with respect to Contracts and Accounts that are subject to the 1940 Act, so long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) information regarding the Company will provide pass-through voting privileges to owners of Contracts whose cash values are investedprovided in writing by the Company, through the Accounts, in Shares of the Fund; (b) the Fund shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall not be responsible for assuring that the Accounts calculate voting privileges in content of the manner established by prospectus or Statement of Information for the Fund; (c) . It is also understood and agreed that, except with respect to each Accountinformation regarding the Fund or Underwriter provided in writing by the Fund or Underwriter, neither the Company will vote Shares Fund or Underwriter are responsible for the content of the Fund held by prospectus or Statement of Information for the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretionContracts.
Appears in 1 contract
Sources: Fund Participation Agreement (Cuna Mutual Variable Annuity Account)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the 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 Fund required to be so filedFund. The Fund shall bear the costs of registration and qualification of its 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 Shares2.1.
2.2 At least annually, the Fund or its designee ▇▇▇▇▇▇ shall provide the Company, free of charge, Company (at ▇▇▇▇▇▇'▇ expense) with such documentation (including a "camera ready" copy as many copies of the new prospectus as set in type orFund's current prospectus, at the request annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the Companyforegoing, a diskette in as the form sent to Company shall request for existing Contract owners for whom Shares are held by an Account. ▇▇▇▇▇▇ shall provide the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to at the Company's Contract prospectuses expense) with as many copies of the Fund's current prospectus, including any amendments or related materials. 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 providing the prospectus in such formatsupplements thereto, and as the Company shall bear request for prospective purchasers of Contracts. If requested by the expense Company in lieu thereof, ▇▇▇▇▇▇ shall provide the Company with a camera ready copy of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of such documents in a form suitable for printing (at the Company's costs expense, except that ▇▇▇▇▇▇ will bear the commercially reasonable, prorated cost of printing the Contract prospectus, Fund's prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to in this format for existing Contract owners.
2.3 The prospectus owners up to an amount the Fund would pay on a per copy basis for its own prospectus). ▇▇▇▇▇▇ shall provide the Shares shall state that the Company with a copy of its 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 in a master of such statement form suitable for duplication by the Company. ▇▇▇▇▇▇ (at its expense) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the any Fund's -sponsored proxy materials, reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for distribution to Contract owners. ▇▇▇▇▇▇ shall provide the materials described in this Section 2.2 within a reasonable time prior to required printing and distribution of such materials.
2.5 With respect to any (a) ▇▇▇▇▇▇ shall bear the costs of distributing the Fund's prospectus, statement of additional information, shareholder report reports and other shareholder communications to Contract owners of and applicants for policies for which the Fund is serving or is to serve as an investment vehicle. ▇▇▇▇▇▇ 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 Fund, 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 ▇▇▇▇▇▇ and for promptly replacing such materials with all updates provided by ▇▇▇▇▇▇.
2.4 The Company agrees and acknowledges that concern solely it has no rights to the names and marks "▇▇▇▇▇▇" and "▇▇▇▇▇▇ Investments" and that all use of any designation comprised in whole or part of ▇▇▇▇▇▇ or the names of the Fund (each a "Fund ▇▇▇▇") under this Agreement shall inure to the benefit of the Fund and no other investment vehicle funding the Accounts▇▇▇▇▇▇. Except as provided in Section 2.5, the Company shall not use any 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 ▇▇▇▇▇▇. Upon termination of this Agreement for any reason, the Company shall pay cease all use of any Fund ▇▇▇▇ as soon as reasonably practicable.
(a) The Company will provide ▇▇▇▇▇▇ with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, applications for the Company's postage costs in connection with mailing such materials to existing Contract owners. With respect exemptions, requests for no-action letters, and all amendments or supplements to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to above promptly after the filing of each such document with the SEC. Upon request, SEC or other regulatory authority provided that the Company document relates to an Account and Contract that include the Fund as one of the underlying funding vehicles for such Contract.
(b) ▇▇▇▇▇▇ shall furnish, or shall cause to be furnished, to the Fund Company or its designee, each piece of sales literature or other promotional material in which the FundCompany, the Underwriter Accounts or BAL is the Contracts are named, at least ten fifteen Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties Company or its designee reasonably objects to such use.
2.7 At the reasonable request use within fifteen Business Days after receipt of the Fund or its designee, the such material. The Company shall furnish, or shall cause to be furnished, as soon as practicalto ▇▇▇▇▇▇ or its designee, to each piece of sales literature or other promotional material in which the Fund or ▇▇▇▇▇▇ is named, at least fifteen Business Days prior to its use. No such material shall be used if ▇▇▇▇▇▇ or its designee copies reasonably objects to such use within fifteen Business Days after receipt 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) and financial reports of the Company filed with any state insurance regulatorsuch 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 Fund or Underwriter concerning ▇▇▇▇▇▇ or concerning the Fund, the Underwriter or BAL any of its affiliates 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 Fund Shares (as such registration statement, prospectus and statement and prospectus of additional information 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 Underwriterits designee, except as required by legal process or regulatory authorities or with the written permission of the Fund ▇▇▇▇▇▇ or Underwriterits designee.
2.9 Neither the Fund nor the Underwriter 2.7 ▇▇▇▇▇▇ and its affiliates shall not 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 statements or Contract prospectuses statement, including the prospectus and statement of additional information, for the Contracts (as such registration statements or Contract prospectuses statement, prospectus, and statement of additional information may by 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 written permission of the CompanyCompany or its designee.
2.10 The Company shall register and qualify the Contracts for sale to the extent required by applicable law. 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
2.11 Solely with respect to Contracts and Accounts that are subject to the 1940 Act, so 2.8 So long as, and to the extent that the SEC interprets the 1940 Act to require pass-through voting privileges for owners of variable Contract holders: (a) annuity contracts, the Company will provide pass-through voting privileges to Contract owners of Contracts whose cash values are invested, through the Accounts, in Shares of the Fund; (b) , and will vote the Fund Shares held in such Accounts in a manner consistent with voting instructions timely received from Contract owners. ▇▇▇▇▇▇ 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 Fund; (c) with . With respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders owners are received, as well as Shares it owns that are held by the that Account that are owned by the Company for their general accountsor directly, in the same proportion as the Company votes those Shares held by the Account for which timely voting instructions are received from Contract owners; and (d) the received. The Company and its affiliates and agents will in no way recommend or oppose or interfere with the solicitation of proxies for Fund Shares held by Contract owners without the prior written consent of the Fund▇▇▇▇▇▇, which consent may be withheld in ▇▇▇▇▇▇'▇ sole discretion.
2.9 The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund, ▇▇▇▇▇▇ and/or 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 Fund, ▇▇▇▇▇▇ nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
2.10 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 ▇▇▇▇ ▇▇▇.
2.11 ▇▇▇▇▇▇ 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 Fund's sole discretionregistration statement under the 1933 Act or the Fund prospectus; (ii) any request by the SEC for any amendment to such registration statement or the Fund prospectus that may affect the offering of Shares of the Fund to the Account; or (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Fund's Shares; or (iv) if ▇▇▇▇▇▇ receives notice that any applicable law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company.
2.12 The Company will immediately notify the Fund 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 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 Fund; (iii) the initiation of any 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 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 provide ▇▇▇▇▇▇ or its blue sky reporting vendor with such reports as ▇▇▇▇▇▇ shall reasonably conclude are necessary to enable the Funds and ▇▇▇▇▇▇ to comply with state blue sky requirements including, but not limited to, a report indicating the number of Shares of each Fund purchased on behalf of Contract owners resident in one or more states or other jurisdictions. The Company agrees that such report shall be in compliance with, and such sales shall be calculated in accordance with, each respective state's particular blue sky laws.
Appears in 1 contract
Sources: Fund Participation Agreement (Aul American Unit Trust)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Contract owners. The Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Shares conform to the Company's Contract private placement memorandumContract prospectuses or related materials; the expenses of such printing to be borne by the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses private placement memorandumprospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Sharesowner. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the mailing, by weight, attributable to the documents relating to the Fund, in connection with mailing such materials to existing Contract owners, based upon appropriate documentation provided by the Company.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its Underwriter, a copy of each private placement memorandum or related materials relating to a Contractits designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL MLIM (collectively, "Fund Parties") is named at least five (5) Business Days prior to use. The partiesprior to the filing of such document with the SEC. Upon request, if any of the Fund Parties are named, the Company shall furnish, or shall cause to be furnished, to the Fund or hereto recognize that due to the private placement nature of the Contracts covered hereby, the useits designee, each piece of sales literature or other promotional materials in connection with the offer or sale of the Contracts is prohibited and could jeopardize the Contracts' exemption from registration status. Nevertheless, to the extent that the Company intends to employ any written materials in connection with its private placement of the Contracts in which any of the Fund Parties are named, the Company shall furnish, or shall cause to be furnished, to the Fund or material in which the Fund, the Underwriter or MLIM is named, at least five (5) Underwriter, each piece of such written material at least five (5) Business Days prior to its use. No suchprivate placement memorandumprospectus, statement of additional information or material shall be used if the Fund or Underwriter reasonably objects to such use within five (5) Business Days after receipt of such material.
2.7 The Fund or the Underwriter, or a designee, 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 Fund, the Underwriter Company or BAL any Account is named, at least ten five (5) Business Days prior to its proposed use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties Company reasonably objects to such use.
2.7 At the reasonable request use within five (5) Business Days after receipt 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) and financial reports of the Company filed with any state insurance regulatorsuch material.
2.8 The Company shall not give any information or make any representations or statements on behalf of the Fund or Underwriter or concerning the Fund, the Underwriter or BAL the Adviser in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 private placement memorandaregistration statements or Contract other offering material for the Contracts (as such private placement memoranda or other offering materialContract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Sun Life of Canada U S Variable Account G)
Obligations of the Parties. 2.1 The Fund shall prepare and be responsible for filing with the SEC and any state securities 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 Fund required to be so filed. The Fund shall bear the costs of registration and qualification of its 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 At least annually, the Fund 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 Underwriter or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the 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 the Company. The Fund 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 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 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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund Underwriter or its designee shall provide the Company free of 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 require for distribution to Contract owners.
2.5 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. With respect to any prospectus, shareholder report or proxy solicitation materials that concern the Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.
2.6 The Company shall furnish, or cause to be furnished, to the Fund or its designee, a copy of language that would be used in any prospectus for the Contracts or statement of additional information for the Contracts in which the Fund, the Underwriter or BAL ("Fund Parties") is named prior to the filing of such document with the SEC. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or the BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract or Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.
Appears in 1 contract
Sources: Fund Participation Agreement (Minnesota Life Variable Universal Life Account)
Obligations of the Parties. 2.1 The Fund 2.1. WMVT shall prepare and be responsible for filing with the 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 prospectuses, profiles (if any) and statements of additional information of the Fund required to be so filedWMVT. The Fund WMVT shall bear the costs of registration and qualification of its Sharesshares, preparation and filing of 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 Sharesshares.
2.2 2.2. At least annually, the Fund or its designee shall provide the Company, free of charge, with such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request option of the Company, WMVT shall either (a) provide the Company (at the Company's expense) with as many copies of WMVT'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 reasonably request; or (b) provide the Company with a diskette camera-ready copy of such documents in a form suitable for printing. WMVT shall provide the Company with a copy of its statement of additional information in a form sent to suitable for duplication by the financial printer) and Company. WMVT shall also provide the Company with such other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if as often as is required by the prospectus for the Shares is supplemented or amendedSEC) to have the prospectus for the Shares conform to Contracts and the Company's Contract prospectuses prospectus or related materialsprofile (if any) for the Funds printed together in one document. 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 providing the prospectus in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract prospectuses or related materials. The Funds shall pay that portion of the Company's costs of printing the Contract prospectus, prospectus supplement or shareholder report that concerns solely the Funds profile (if any) and no other investment vehicle funding the Accounts, that are sent to existing Contract owners.
2.3 The prospectus for the Shares shall state that the statement of additional information for provided by WMVT shall relate either to all funds of WMVT or only the Shares is available from Funds of WMVT, as the Fund or its designeeCompany shall reasonably request. The Fund or its designee, WMVT (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) for distribution to any owner of a Contract funded by the Shares. The Fund 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 Fund or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Fund's any WMVT-sponsored proxy materials, reports to shareholders and other communications to shareholders materials in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.5 With respect to any 2.3. The Company shall bear the costs of printing and distributing WMVT's prospectus, profile (if any), statement of additional information, shareholder report reports and other shareholder communications (including sales literature) to owners of and applicants for policies for which WMVT 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 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 instructions) to existing Contract owners. With respect The Company assumes sole responsibility for ensuring that such materials are delivered to any prospectus, shareholder report or proxy solicitation materials that concern Contract owners in accordance with applicable federal and state securities laws. WMFDI agrees to pay the Company a fee for reimbursement for the printing and administrative processing of WMVT Fund together with other investment vehicles funding the Accounts, the Fund shall pay a proportionate amount of the Company's postage costs, shares based on the percentage of such Account's overall assets that are invested in the Fund, in connection with mailing such materials to existing Contract owners.attached Schedule B.
2.6 2.4. The Company shall furnish, or cause to be furnished, to the Fund WMVT (or its designee), a copy of language that would be used in any the Contract prospectus for the Contracts or and statement of additional information for the Contracts in which the Fund, the Underwriter WMVT or BAL ("Fund Parties") WMFDI is first named prior to the filing of such document with the SEC. Upon request, the The Company shall furnish, or shall cause to be furnished, to the Fund WMVT (or its designee) a copy of each subsequent Contract prospectus and statement of additional information in which WMVT or WMFDI is named concurrently with the filing of such document with the SEC provided that there are no material changes in disclosure related to WMVT or WMFDI. WMVT may, in its reasonable discretion, request that the Company modify any references to WMVT or WMFDI in subsequent filings. The Company shall furnish, or shall cause to be furnished, to WMVT (or its designee), each piece of sales literature or other promotional material in which the Fund, the Underwriter WMVT or BAL is named, at least ten Business Days prior to its use. No such prospectus, statement of additional information or material shall be used if any of the Fund Parties reasonably objects to such use.
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) 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 Fund or Underwriter or concerning the Fund, the Underwriter or BAL in connection with the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Shares (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.
2.9 Neither the Fund nor the Underwriter 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 statements or Contract prospectuses (as such registration statements or Contract prospectuses may by amended or supplemented from time to time), except with the 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 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 shall register and qualify the Contracts for sale to the extent required by applicable securities laws and insurance laws of the various states.
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 SEC interprets the 1940 Act to require pass-through voting privileges for variable Contract holders: (a) the Company will provide pass-through voting privileges to owners of Contracts whose cash values are invested, through the Accounts, in Shares of the 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 Fund; (c) with respect to each Account, the Company will vote Shares of the Fund held by the Account and for which no timely voting instructions from Contract holders are received, as well as Shares held by the Account that are owned by the Company for their general accounts, in the same proportion as the Company votes Shares held by the Account for which timely voting instructions are 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 Fund Shares held by Contract owners without the prior written consent of the Fund, which consent may be withheld in the Fund's sole discretion.WMFDI is
Appears in 1 contract
Sources: Participation Agreement (Farmers Annuity Separate Account A)