Prospectuses and Proxy Statements; Voting Sample Clauses
The 'Prospectuses and Proxy Statements; Voting' clause governs the preparation, distribution, and use of informational documents such as prospectuses and proxy statements in connection with shareholder meetings and voting processes. It typically outlines the parties' responsibilities for providing accurate and timely information to shareholders, ensuring compliance with applicable securities laws, and coordinating the solicitation of votes on key corporate actions. This clause is essential for maintaining transparency and legal compliance during corporate decision-making, helping to ensure that shareholders are properly informed and able to exercise their voting rights effectively.
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Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule B) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on computer diskette or other electronic means at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for a Designated Portfolio is amended) to have the prospectus for the Contracts and the prospectus for the Designated Portfolios printed together in one document. Expenses with respect to the foregoing shall be borne as provided under Article V.
3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available from the Fund and the Fund shall provide a copy of such SAI to any owner of a Contract who requests such SAI and to the Company in such quantities as the Company may reasonably request. Expenses with respect to the foregoing shall be borne as provided under Article V.
3.3. The Fund shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders of the Designated Portfolios in such quantity as the Company shall reasonably require for distributing to Contract owners. Expenses with respect to the foregoing shall be borne as provided under Article V.
3.4. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the shares of each Designated Portfolio in accordance with instructions received from Contract owners; and
(iii) vote shares of each Designated Portfolio for which no instructions have been received in the same proportion as fund shares of such Designated Portfolio for which instructions have been received, 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 or to the extent otherwise required by law. The Company reserves the right to vote shares of each Designated Portfolio held in any segregated asset account in its own right, to the extent permitted by law.
3.5. The Fund reserves the right, upon prior written notice to the Company (given at the earliest practicable time), to take all actions, including but not limited to, the dissolution, termination, merger and sale of all assets...
Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund’s current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document (“Disclosure Document”) for the Contracts and the Fund’s prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts 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 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 prospectuses distributed to owners of the Contracts, 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 agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.
3.2. The Fund’s prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the ...
Prospectuses and Proxy Statements; Voting. 3.1 The Fund shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (“SAI”), supplements, proxy statements, and annual or semi-annual reports of each Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Company’s website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
3.2 The Fund’s prospectus shall state that the current SAI for the Fund is available.
3.3 The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option...
Prospectuses and Proxy Statements; Voting. 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants.
3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and the Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company.
3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request.
3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order.
3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring v...
Prospectuses and Proxy Statements; Voting. 3.1. Distributor shall provide the Company with as many copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or Distributor shall bear the expense of printing copies of the current prospectus and profiles for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, Distributor shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's or Distributor's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the Fund's prospectus and profiles for existing Contract owners to be at the Fund's or Distributor's expense).
3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and Distributor (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI.
3.3. Distributor shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract.
3.4. The Fund, at its or Distributor's expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Shares in accordance with instructions received from Contract owners; and
(iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, 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 or to the extent otherwise required by law. The Company...
Prospectuses and Proxy Statements; Voting. 3.1. Subject to Section 6.1 and the parties’ agreement to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Underwriter shall provide the Company with as many printed copies of the Fund’s current summary and statutory prospectuses (and supplements thereto) as the Company may reasonably request. The Fund shall bear the expense of printing and delivering (including postage) copies of the current summary prospectus and statutory prospectus, if requested by Contract owners, (and any supplements thereto) for the Contracts that will be distributed to existing Contract owners who allocate Contract value to any Fund investment option. The Company shall bear the expense of printing and delivering (including postage) copies of the Fund’s summary prospectuses and statutory prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu of receiving printed copies of the Fund’s summary and statutory prospectuses (and supplements thereto), the Fund shall provide an electronic copy of such documentation (including a final copy of the new summary and/or statutory prospectus in print ready PDF format at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund’s summary prospectus bound together in one document in accordance with applicable law, including but not limited to, Rule 498 under the 1933 Act. The Company, may, in its sole discretion, bind together the Fund’s summary prospectus with summary prospectuses and statutory prospectuses for other investment options under the Contracts in accordance with Rule 498 or other applicable guidance received from the SEC. The Company shall deliver the summary prospectus and/or statutory prospectus to existing Contract owners and potential investors as required by, and in accordance with, Rule 498 and all other applicable laws. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Fund portfolios offered by the Company) and full SAI by April 15th of each year. Such materials will be provided by the Fund or its agent to the Company no later than April 21st each year or some other date as mutually agreed upon by Fund or its agent and the Company.
(a) The Fund shall host and manage all ...
Prospectuses and Proxy Statements; Voting. 4.1. The Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information ("SAI"), supplements, proxy statements, and annual or semi-annual reports of each Designated Fund (for distribution to Contract owners with value allocated to such Designated Funds) as the Company may reasonably request to deliver to existing Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide such documents (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the Company's web-site, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses. The expenses associated with printing and providing such documentation shall be as set forth in Article V.
4.2. Each Fund's prospectus shall state that the current SAI for the Fund is available.
4.3. The Distributor shall provide the Company with information regarding each Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
4.4. The Distributor will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act.
4.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall pr...
Prospectuses and Proxy Statements; Voting. 3.1. The Underwriter or its agent shall provide the Company (at the Fund’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. If requested by the Company, the Fund or its agent shall also provide such documentation (including a final copy of the new prospectus as set in type, in pdf format, or on a diskette, at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if a Contract and its associated Account are exempt from registration) for the Contracts and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense).
3.2. The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Company (or in the Fund’s discretion, from the Fund), and the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide sufficient copies of such statement of additional information free of charge to the Company for itself and for any owner of a Contract or prospective owner who requests such statement.
3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications to shareholders (each, a “Shareholder Communication”) in such quantity as the Company shall reasonably require for distributing to Contract owners. If requested by the Company, the Fund shall provide Shareholder Communications in “camera ready” format on diskette. The Fund agrees to cooperate with the Company to provide such Shareholder Communications on a timely basis to meet the Company’s reasonable deadline requirements for production and delivery.
3.4. If and to the extent required by law, the Company shall, with respect to Contracts that are funded by Accounts that are registered as investment companies under the 1940 Act:
(i) solicit voting instructions from Contract owners;
(ii) vote Portfolio shares in accordance with instructions received from Contract owners; and
(iii) vote Portfolio shares for which no instructions have been received in the same proportion as shares of such Portfolio for which instructions have been received, 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 or to the ex...
Prospectuses and Proxy Statements; Voting. 3.1. The Trust or the Distributor will provide the Companies, at the Trust's or its affiliate's expense, with as many copies of the current Trust prospectus for the Designated Portfolios as the Companies may reasonably request for distribution, at the Companies' expense, to prospective contractowners and applicants. The Trust or the Distributor will provide, at the Trust's or its affiliate's expense, as many copies of said prospectus as necessary for distribution, at the Companies' expense, to existing contractowners. The Trust or the Distributor will provide the copies of said prospectus to the Companies or to each Companies' mailing agent. If requested by the Companies in lieu thereof, the Trust or the Distributor will provide such documentation, including a computer diskette or a final copy of a current prospectus set in type at the Trust's or its affiliate's expense, and such other assistance as is reasonably necessary in order for the Companies at least annually (or more frequently if the Trust prospectus is amended more frequently) to have the Trust's prospectus and the prospectuses of other mutual funds in which assets attributable to the Contracts may be invested printed together in one document, in which case the Trust or its affiliate will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the Trust's and other fund's respective portions of the document.
3.2. The Trust or the Distributor will provide the Companies, at the Trust's or its affiliate's expense, with as many copies of the statement of additional information as the Companies may reasonably request for distribution, at the Companies' expense, to prospective contractowners and applicants. The Trust or the Distributor will provide, at the Trust's or its affiliate's expense, as many copies of said statement of additional information as necessary for distribution, at the Companies' expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such statement be provided. The Trust or the Distributor will provide the copies of said statement of additional information to the Companies or to each Companies' mailing agent.
3.3. The Trust or the Distributor, at the Trust's or its affiliate's expense, will provide the Companies or each Companies' mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such ...
Prospectuses and Proxy Statements; Voting. 3.1. At least annually, the Adviser or Distributor shall provide GWL&A and Schwab with as many copies of the Fund's current prospectus for the Designated Portfolio(s) as GWL&A and Schwab may reasonably request for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule E hereof. If requested by GWL&A in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for GWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be in the Fund unless required by law.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contractowners, then the Fund, Distributor and/or the Adviser shall provide GWL&A with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule E hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A or Schwab).
3.3. The Fund, Distributor and/or Adviser shall provide GWL&A and Schwab with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule E hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners.
3.4. It is understood and agreed that, except with respect to information regarding GWL&A or Schwab provided in writing by that party, neither GWL&A nor Schwab are responsible for the content of the prospectus or SAI for the Desi...