Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects. 4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee. 4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects. 4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio. 4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. 4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 6 contracts
Sources: Participation Agreement (Lincoln Life Flexible Premium Variable Life Account JF-A), Participation Agreement (WRL Series Annuity Account), Participation Agreement (WRL Series Annuity Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter and the Adviser, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) ), the Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or its designee, Adviser and the Fund Underwriter. The Adviser and the Underwriter will use its reasonable best efforts for it or its designee to review such sales literature or promotional material provide the Company with written response within ten Business Days after of receipt of such materialmaterials. The Fund or its designee reserves Any piece which merely names the right to reasonably object to Fund, the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Underwriter or the Adviser is named, and no such material shall as participating in the Variable Insurance Products may be used after ten Business Days of receipt by the Adviser and the Underwriter if the Fund or its designee so objectsCompany has not received a written response from the Adviser and the Underwriter.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus, and statement and prospectus or SAI of additional information may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material provided to the Company or approved by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications provided by the Company to Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter, the Adviser or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the AdviserUnderwriter, the Adviser or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named or its logo is used at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Company is participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund, the Underwriter or the Adviser has not received a written response from the Company.
4.44.5. The Fund Funds, the Underwriter and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI statement of additional information for the Contracts, as such registration statement, prospectus, or SAI prospectus and statement of additional information may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectusesabove.
4.8. For purposes of this Article IVAgreement, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 6 contracts
Sources: Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Fund, the Underwriter, or its designeetheir designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Fund, the Underwriter or its designeetheir designees. The Fund, and the Fund Underwriter, or their designees will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund Fund, the Underwriter, or its designee reserves their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Fund, the Underwriter or its designee their designees so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 6 contracts
Sources: Participation Agreement (Columbia Acorn Trust), Participation Agreement (Columbia Acorn Trust), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 5 contracts
Sources: Participation Agreement (Pruco Life Flexible Premium Variable Annuity Account), Participation Agreement (Pruco Life Inurance Co of New Jersey FLXBL Prmium Var Ann Ac), Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account)
Sales Material and Information. 4.1. 4.1 The Company shall furnishbe solely responsible for sales literature or other promotional material, in which the Fund, a Series, the Adviser, any subadviser to any Series, or shall cause to be furnishedthe Underwriter (in its capacity as distributor of the Fund) is named, to the Fund substance of which is contained in the then current prospectus or its designee, each piece statement of additional information of the Fund. Other sales literature or other promotional material that may also be used by the Company develops and in which the Fund if such sales literature or other promotional material (or a Designated Portfolio the substance thereof) or the Adviser is named. No such material shall be used until has been previously approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such All other sales literature or other promotional material in which shall not be used by the Company until it has been approved by the Fund (or a Designated Portfolio thereof) its designee. The Company shall deliver such draft sales literature or the Adviser is named, and no such other promotional material shall be used if to the Fund or its designee at least thirty Business days prior to its use. The Fund or such designee shall use commercially reasonable efforts to review sales literature so objectsdelivered within ten days.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund shares, as such registration statement and prospectus or SAI statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission approval of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The obligations set forth in Section 4.1 herein shall apply MUTATIS MUTANDIS to the Fund and the Adviser, or their designee, shall furnish, or cause Underwriter with respect to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its any Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, any Account or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements of additional information, shareholder annual, semi-annual or other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the above, that relate to the Designated Portfolios or their sharesany Series, promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if anystatements of additional information, if the Contracts issued by the Company shareholder annual, semi-annual or interests therein are not registered under the 1933 Act), SAIs, other reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the above, that relate to the Contracts or the any Account, promptly after the filing of such document(s) document with the SEC or any other regulatory authoritiesauthority. The Company shall Each party hereto will provide to each other party, to the Fund and extent it is relevant to the Adviser Contracts or the Fund, a copy of any complaints comment letter received from the Contract owners pertaining to staff of the Fund SEC or a Designated Portfoliothe NASD, and the Company's response thereto, following any examination or inspection by the staff of the SEC or the NASD.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV4.7 As used herein, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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, 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, literature or published article), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (New England Variable Annuity Separate Account), Participation Agreement (Travelers Fund Ul for Variable Life Insurance), Participation Agreement (Metropolitan Life Separate Account Ul)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Underwriter or its designee, each piece of sales literature or other promotional material that the Company develops and in which the any Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will use its best efforts for it Underwriter or its designee objects to review such sales literature or promotional material use within ten fifteen Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the any Fund or concerning the any Fund or the Adviser in connection with the sale of the Contracts and Certificates other than the information or representations contained in the registration statement or prospectus or SAI for the such Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the such Fund, or in sales literature or other promotional material approved by the Fund Underwriter or its designee, except with the permission of the Fund Underwriter or its designee.
4.3. Sales literature in which any Fund or its investment advisor is named shall be submitted to the SEC or NASD for review as required by applicable law. Copies of any comments received shall be sent to the Underwriter or its designee.
4.4. The Fund and the Adviser, Underwriter or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its or any Account is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within fifteen Business Days after receipt of such material.
4.44.5. The Fund Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, the Contracts or the Contracts Certificates other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund Company will provide to the Company Underwriter at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any Statements of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsAdditional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the any Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.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 .or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co), Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co), Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within fifteen Business Days after receipt of such material. Notwithstanding the foregoing, the Company may identify the Funds in a list of available underlying investment options to Contracts offered by Company.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company statement or interests therein are not registered under the 1933 Act), or SAI Disclosure Document for the Contracts, as such registration statement, prospectus, statement or SAI Disclosure Document may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumDisclosure Documents, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to materially affect the Fund, the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to authorities or, if a Contract and its associated Account are exempt from registration, at the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfoliotime such documents are first published.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic 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, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectusesDisclosure Documents, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8. The Company shall have permission to use the Underwriters name and logo in the marketing of the Fund, provided that the Company has furnished to the Underwriter for review, prior to any use, all materials bearing the name or logo of the Underwriter (collectively “Materials”). The Company shall not use any Materials without receiving prior written approval therefor. If the Company or the Fund makes any unauthorized use of the Underwriters name or logo, the parties acknowledge that the Underwriter and its affiliates would suffer harm for which monetary damage may be inadequate and, thus, the Underwriter or its affiliates shall be entitled to seek equitable relief as well as other applicable remedies under this Agreement or under the law. Notwithstanding the foregoing, the Company may use the Underwriter’s name where such use is necessary to make the disclosures contained in the Fund material not misleading and the Company provides the Underwriter with notice of any required disclosure. Furthermore, the parties agree that the Company shall be entitled to use the Underwriter’s name when referring to the Underwriter as Fund’s investment adviser, as a simple statement of fact without the need to seek the Underwriter’s prior written consent. For purposes of this clause, the Underwriter must always be referred to as “FIDELITY DISTRIBUTORS COMPANY LLC”. The Underwriter must never be referred to solely as “Fidelity”. Upon termination of this Agreement, the Company and the Fund shall immediately cease all use of any Materials bearing the Underwriter’s name or logo, and any other communications distributed or made generally available with regard the Company will either provide to the FundUnderwriter all such Materials or certify as to the destruction of all such Materials. Notwithstanding clause 8.2 of the Agreement, the Company agrees to defend, indemnify and hold harmless the Underwriter (and its affiliates and their respective directors, officers, employees and agents) from and against any and all third party claims, actions, proceedings, judgments, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and expenses in relation thereto) directly suffered or incurred by them or any of them, that arise in connection with the Company’s use of any of the Underwriter’s name or logo.
Appears in 4 contracts
Sources: Participation Agreement (Nationwide VL Separate Account-G), Participation Agreement (Nationwide VLI Separate Account-7), Participation Agreement (Nationwide Variable Account Ii)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or its designee, the Underwriter. The Fund and the Fund Underwriter will use its reasonable best efforts for it or its designee to review such sales literature or promotional material provide the Company with written response within ten Business Days after of receipt of such materialmaterials. The Fund or its designee reserves Any piece which merely names the right to reasonably object to Fund, the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Underwriter or the Adviser is named, and no such material shall as participating in the Variable Insurance Products may be used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee so objectsthe Underwriter.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesFund, as such registration statement and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolioabove.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVAgreement, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Mony America Variable Account L), Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Annuity Separate Account)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Investment Company or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or its investment adviser or the Adviser Distributor is named. No such material shall be used until approved by named at least 15 days prior to the Fund or its designee, and the Fund will anticipated use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any , and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if unless the Fund Investment Company and the Distributor or its the designee so objectsof either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee and by the Distributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
4.3. (c) The Fund and Investment Company or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by Separate Accounts are named at least 15 days prior to the Company, and the Company will anticipated use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. (d) The Fund Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer's request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsAdditional Information, reports, proxy statements, sales literature and other promotional materials, applications solicitations for exemptions, requests for no-action lettersvoting instructions relating to the Investment Company, and all amendments or supplements to any of the above, above that relate to the Designated Portfolios Variable Contracts issued by the Insurer or their sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVSection 6, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, 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 other 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 communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account G), Fund Participation Agreement (Jefferson National Life Annuity Account F), Fund Participation Agreement (Jefferson National Life Annuity Account C)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Investment Company or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or its investment adviser or the Adviser Distributor is named. No named at least 15 days prior to the anticipated use of such material, and no such sales literature or other promotional material shall be used until approved by unless the Fund or its designee, Investment Company and the Fund will use its best efforts for it Distributor or its the designee to review such sales literature of either approve the material or promotional do not respond with comments on the material within ten Business Days after 10 days from receipt of such the material. The Fund Investment Company, the Distributor, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Investment Company or the Adviser or the Distributor is named, and no such material shall be used if the Fund Investment Company, the Distributor, or its designee so objectsobject.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee and by the Distributor or its designee, except with the permission of ofthe Investment Company or its designee and the Fund Distributor or its designee.
4.3. (c) The Fund and Investment Company or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer or its Separate Accounts are named at least 15 days prior to the anticipated use of such material, and/or its Account, is named. No and no such material shall be used until approved by unless the Company, and Insurer or its designee approves the Company will use its best efforts to review such sales literature material or promotional does not respond with comments on the material within ten Business Days after 10 days from receipt of such the material. The Company Insurer reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is Insurer or the Separate Accounts or the Variable Contracts are named, and no such material shall be used thereafter if the Company Insurer so objects.
4.4. (d) The Fund Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, SAis, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any ofthe above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authority.Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any notice of order relating thereto and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsAdditional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersinstructions relating to the Investment Company, and all amendments or supplements to any of the above, above that relate to the Variable Contracts issued by the Insurer or the AccountSeparate Accounts which utilize the Investment Company as an underlying investment medium, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioFINRA.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. (g) For purposes of this Article IVSection 6, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material material, that is published, or designed for use inused in any electronic or other public media, a including any Web site, newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other public mediathan routine listings)), sales literature (i.e., such as any written or electronic communication that is generally distributed or made generally available to customers or the public, including brochures, circulars, research reports, market lettersperformance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature, or published article, and press releases concerning the Distributor’s products or services)), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Fund Participation Agreement (Farm Bureau Life Variable Account), Fund Participation Agreement (Farm Bureau Life Annuity Account), Fund Participation Agreement (Farm Bureau Life Annuity Account)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Investment Company or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or its investment adviser or the Adviser Distributor is named. No such material shall be used until approved by named at least 15 days prior to the Fund or its designee, and the Fund will anticipated use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any , and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if unless the Fund Investment Company and the Distributor or its the designee so objectsof either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI Prospectus for the Fund Investment Company shares, as such registration statement and prospectus or SAI Prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee and by the Distributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
4.3. (c) The Fund and Investment Company or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by Separate Accounts are named at least fifteen (15) days prior to the Company, and the Company will anticipated use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material in writing within a reasonable period of time, not exceeding fifteen (15) days.
4.4. (d) The Fund Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or Prospectus for such Variable Contracts, prospectus as such registration statement and Prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all Prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all Prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsAdditional Information, reports, proxy statements, sales literature and other promotional materials, applications solicitations for exemptions, requests for no-action lettersvoting instructions relating to the Investment Company, and all amendments or supplements to any of the above, above that relate to the Designated Portfolios Variable Contracts issued by the Insurer or their sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. (g) The Company will provide Investment Company, the Distributor or its designee shall furnish to the Fund at least one complete copy Insurer each Fund’s current performance figures no later than five (5) business days following the end of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolioeach month.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. (h) For purposes of this Article IVSection 6, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, 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 other 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 communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (TFLIC Separate Account VNY), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Sales Material and Information. 4.14.1 Underwriter hereby grants to Company a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its trademarks, its name, the name of Adviser and the Fund name(s) in connection with its obligations under this Agreement. The Notwithstanding the foregoing license, unless Company will use the Underwriter’s trademark(s) and/or the Fund name(s) in or as a part of Sales Literature or Other Promotional Materials that includes other Fund companies’ trademarks and/or Fund names as a listing of Funds available in connection with the sale of Contracts, Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company develops or uses and in which the (a) a trademark of Underwriter appears or is shown or (b) a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used until approved by Company if the Fund or its designee, and the Fund will Underwriter reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedmaterial, and no such material shall be used by Company if the Fund or its designee Underwriter so objects. All such use by Company of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks, provided that Company is given sufficient advance notice to implement any such changes. Company acknowledges and agrees that, except for the limited license granted pursuant to this section, (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or interest in or to Underwriter’s trademarks, and (iii) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Underwriter may rescind this license at any time if it determines, in its sole discretion, that use of its trademarks or the Fund name(s) will have an adverse effect on it, the Adviser or a Fund. Upon the expiration or termination of this Agreement or the termination of the license granted in this section, Company shall cease using the trademarks of Underwriter except as the parties may agree in writing.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company, and if the Company will reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Tiaa Separate Account Va-3), Participation Agreement (Tiaa Separate Account Va-3), Participation Agreement (Tiaa Separate Account Va-3)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the . The Fund will use its best efforts for it or its designee will be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 4.1 The Company shall Shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least fifteen (15) Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsobject to such use within fifteen (15) Business Days after receipt of such material.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen (15) Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen (15) Business Days after receipt of such material.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund Securities and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioExchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.7 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Ameritas Life Insurance Corp Separate Account LLVL), Participation Agreement (Ameritas Variable Separate Account V), Participation Agreement (Ameritas Variable Life Insurance Co Separate Account V)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Investment Company or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or its investment adviser or the Adviser Distributor is named. No such material shall be used until approved by named at least 15 days prior to the Fund or its designee, and the Fund will anticipated use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any , and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if unless the Fund Investment Company and the Distributor or its the designee so objectsof either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee and by the Distributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
4.3. (c) The Fund and Investment Company or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by Separate Accounts are named at least 15 days prior to the Company, and the Company will anticipated use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. (d) The Fund Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsAdditional Information, reports, proxy statements, sales literature and other promotional materials, applications solicitations for exemptions, requests for no-action lettersvoting instructions relating to the Investment Company, and all amendments or supplements to any of the above, above that relate to the Designated Portfolios Variable Contracts issued by the Insurer or their sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVSection 6, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, 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 other 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 communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Fund Participation Agreement (Symetra SEPARATE ACCOUNT C), Fund Participation Agreement (Retiremap Variable Account), Fund Participation Agreement (Kansas City Life Variable Annuity Separate Account)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Distributor or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser, or the Adviser is Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will use its best efforts for it Distributor or its designee reasonably objects to review such sales literature or promotional material use within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. (b) The Company Insurer shall not give any information or make any representations or statements on behalf of the Fund Fund, the Adviser, or any affiliate thereof or concerning the Fund or the Adviser any other such entity in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus and statement and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Distributor or its designee, except with the permission of the Fund Distributor or its designee. The Distributor and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.3. (c) The Fund and Adviser, the AdviserDistributor, or their designee, respective designees shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer, and/or the Contracts Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its Account, is nameduse. No such material shall be used until approved by if the Company, and the Company will Insurer or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. (d) The Fund Adviser and the Distributor shall not give any information or make any representations or statements on behalf of the Company Insurer, the Contracts Distributor, or any affiliate thereof or concerning the Company, Insurer or any other such entity in connection with the Account, sale of shares of the Portfolio(s) or the Contracts other than the information or representations contained in a the registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI statement of additional information for the ContractsSeparate Account, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersSeparate Account, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer or its designee. The Insurer and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.5. (e) The Fund will provide parties hereto agree that this Section 4.7 is not intended to designate or otherwise imply that the Company at least one complete copy Insurer is an underwriter or distributor of all registration statements, prospectuses, SAIs, 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 Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectusesshares.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Sales Material and Information. 4.1. The Company shall furnishnot give any information or make any representations or statements on behalf of or concerning the Fund, the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or shall cause to be furnished, to the Fund or its designee, each piece of in sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designeeFund, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Underwriter or the Adviser is namedAdviser, and no such material shall be used if except with the Fund permission of the Fund, the Underwriter or its designee so objectsthe Adviser.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, the Underwriter or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, including the prospectus or SAI SAI, for the Fund shares, as such registration statement and prospectus or SAI the same may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Fund, the Underwriter or its designeethe Adviser, except with the permission of the Fund Fund, the Underwriter or its designeethe Adviser.
4.3. The Fund and Fund, the Adviser, Underwriter or their designee, the Adviser shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s) is named, and no named at least five (5) Business Days prior to its use. No such material shall be used by the Fund, the Underwriter or the Adviser if the Company so objectsor its designee objects to the description of, or presentation of information relating to, the Company, its separate account(s), and/or the Contracts within three (3) Business Days after receipt of such material. The pre-review requirements set forth in the immediately preceding sentences of this Section 4.3 shall not apply to the extent the Underwriter provides marketing review services to each of the Company, the Fund, and at the Adviser and such materials have been reviewed and approved on behalf of the Fund or the Adviser by an appropriately licensed associated person of the Underwriter.
4.4. The Fund Fund, the Underwriter and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus (which shall include an offering memorandumor SAI, if any, if for the Contracts issued by as the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI same may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund or the Adviser will provide to the Company at its request at least one complete copy of all registration statements, prospectuses, SAIs, 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 Designated Portfolios or their shares, promptly after Fund within a reasonable period of time following the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act)prospectuses, SAIs, . 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 the AccountAccounts, promptly after within a reasonable period of time following the filing of such document(s) with the SEC SEC, FINRA, or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolioauthority.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVArticles IV and V, the phrase “sales literature and other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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 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 other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, materials (including solicitations for voting instructions) and any other communications distributed material constituting sales literature or made generally advertising under the FINRA rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
4.8. At the request of any party to this Agreement, each other party will make available with regard to the Fundother party’s independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party’s obligations under this Agreement.
Appears in 3 contracts
Sources: Fund Participation Agreement (Priac Variable Contract Account A), Fund Participation Agreement (Priac Variable Contract Account A), Fund Participation Agreement (Priac Variable Contract Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee and the Adviser or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee and by the Adviser or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Fund or its designee reserves and the Adviser and its designee reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee or the Adviser or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee and the Adviser or its designee, except with the permission of the Fund or its designee and of the Adviser and its designee.
4.3. The Fund and the Adviser, or their designeerespective designees, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall promptly provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least five Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within five Business Days after receipt of such material. The Company and its agents shall be entitled to use any such materials after five Business Days following submission to the Underwriter or its designee if no comments have been received.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least five Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within five Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will use its best efforts to provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Participation Agreement (Guardian Separate Account K), Participation Agreement (Guardian Separate Account K), Participation Agreement (Guardian Separate Account K)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Fund, the Underwriter, or its designeetheir designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Fund, the Underwriter or its designeetheir designees. The Fund, and the Fund Underwriter, or their designees will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund Fund, the Underwriter, or its designee reserves their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Fund, the Underwriter or its designee their designees so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund Underwriter or its designee, each piece of sales literature or other promotional material that the Company develops or uses and in which the Fund (or a Designated Portfolio thereof) Funds or the Adviser Underwriter is named, at least fifteen (15) calendar days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will use its best efforts for it Underwriter or its designee reasonably object to review such sales literature or promotional material use within ten Business Days fifteen (15) calendar days after receipt of such material. The Fund Underwriter or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedmaterial, and no such material shall be used if the Fund Underwriter or its designee so objectsobject.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the a Fund or concerning the a Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI Statement of Additional Information ("SAI") for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Adviser or Underwriter, except with the permission of the Fund Adviser, Underwriter or its the Fund, or their designee.
4.3. 4.3 The Fund Adviser and the AdviserUnderwriter, or their designee, shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature or other promotional material that it they develop or use or a Fund develops or uses and in which the Company, and/or its Account, is namednamed at least fifteen (15) calendar days prior to its use. No such material shall be used until approved by the Company, and if the Company will reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days fifteen (15) calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Adviser and Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, the Contracts, or the Contracts any certificates thereunder other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contractsany certificates thereunder, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.5 The Underwriter shall provide the Company with as many printed copies of the current prospectus, current SAI, supplements, proxy statements, and annual or semi-annual reports of each Fund as the Company may reasonably request to deliver to current or prospective Contract owners. The Underwriter will pay or cause to be paid the expenses and postage associated with providing such documentation to the Company. If requested by the Company in lieu thereof, the Underwriter 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 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, proxy statements, and annual or semi-annual reports for the Contracts and the Fund printed together in a single document, posted on the Company's website, or produced in a digital format such as CD-ROM. The Underwriter will pay or cause to be paid a pro rata portion of the expenses associated with such digital reproduction or printing and providing such document, such portion to be determined with reference to the number of pages attributable to the Fund's documents relative to the total number of pages of the single document. The parties agree that in no event will the Underwriter's pro rata portion of the expenses associated with digital reproduction or with printing and providing a single document exceed the expenses incurred by the Underwriter with printing and providing Fund documents separately.
4.6 The Underwriter will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materialsmaterials sent to all shareholders, and all amendments to any of the above, that relate to the Funds or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Underwriter will promptly notify the Company of any applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) filed with the SEC or other regulatory authoritiesauthorities that relate to the Funds or their shares.
4.6. 4.7 The Company will provide to the Fund Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersif any, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.8 For purposes of this Article IV, the phrase “"sales literature and other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), or electronic or other public media), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Aul American Unit Trust), Participation Agreement (Aul American Individual Variable Life Unit Trust)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, 4.1 Insurer will provide to the Fund or its designeeat least one (1) complete copy of all prospectuses, each piece of disclosure memoranda, reports, sales literature or and other promotional material that the Company develops materials, applications for exemptive relief, requests for no action letters, and all amendments, if any in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such materialreceipt. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company 4.2 Insurer shall not give any information or make any representations or statements regarding or on behalf of the Fund or concerning the Fund Underwriter or the Adviser any of its affiliates in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. 4.3 The Fund and the AdviserFund, Underwriter, or their designee, respective designee(s) shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Insurer and/or its Account, separate account(s) is named. No such material shall be used until approved by the CompanyInsurer, and the Company Insurer will use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such materialreceipt. The Company insurer reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or Insurer or its Account separate accounts is named, and no such material shall be used if the Company Insurer so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company prospectuses or interests therein are not registered under the 1933 Act), or SAI disclosure memoranda for the Contracts, as such registration statement, prospectus, or SAI documents may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company Insurer for distribution to Contract owners, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer.
4.5. The 4.5 Upon request, the Fund will provide to the Company Insurer at least one (1) complete copy of all registration statements, prospectuses, SAIsSAI, 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.6 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Underwriter or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named. No such material shall be used until approved by the Fund Underwriter or its designee, and the Fund Underwriter will use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund Underwriter or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no such material shall be used if the Fund Underwriter or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the a Fund or the Adviser Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the a Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the a Fund, or in sales literature or other promotional material approved by the a Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the AdviserUnderwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its an Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Underwriter 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the an Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the a Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable facilitate the Company to solicit solicitation of proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 3.1 The Company shall or Contract Distributor, as the case may be will use its best efforts to ensure that sales literature and other promotional material prepared by it or on its behalf in which the Trust, a Fund, any investment adviser or subadviser to any Fund or the Distributor (in its capacity as principal underwriter of the Trust shares) is named, conforms to all requirements of all applicable federal and state laws and rules and regulations, including all applicable rules and regulations of FINRA.
3.2 The Company or Contract Distributor, as the case may be will furnish, or shall will cause to be furnished, to the Fund Trust or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser Distributor is named, other than listing the Fund name and objective. No such material shall be used until approved by the Fund Trust or its designee, and the Fund Trust or its designee will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund Trust or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser Distributor is named, and no such material shall be used if the Fund Trust or its designee so objects.
4.2. 3.3 The Company shall or Contract Distributor, as the case may be will not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund Trust shares, as such registration statement, prospectus and statement and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee, except with the permission written approval of the Fund Trust or its designee.
4.3. 3.4 The Fund Trust will use its best efforts to ensure that sales literature and other promotional material prepared by it or on its behalf in which a Company, the Accounts or the Contracts are named, conforms to all requirements of all applicable federal and state laws and rules and regulations, including all applicable rules and regulations of FINRA.
3.5 The Trust and the AdviserDistributor, or their designee, shall will furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 3.6 The Fund shall Trust will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Account, Accounts or the Contracts in connection with the sale of Trust shares other than the information or representations contained in a the registration statementstatements, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company prospectuses or interests therein are not registered under the 1933 Act), or SAI statements of additional information for the Contracts, as such registration statementstatements, prospectus, or SAI prospectuses and statements of additional information may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the a Company for distribution to Contract owners, or in sales literature or other promotional material approved by the a Company or its designee, except with the written permission of the CompanyCompany or its designee.
4.5. 3.7 The Fund Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements of additional information, shareholder annual, semi-annual and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the aboveforegoing, that relate to the Designated Portfolios Trust or their shares, any Fund promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority. The copies required by this paragraph may be in the form of electronic documents (e.g., Word, PDF, or similar formats) or hyperlinks to electronic documents.
4.6. The 3.8 Upon request, the Company will provide to the Fund Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsstatements of additional information, shareholder annual, semi-annual and other reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the aboveforegoing, that relate to the its Contracts or the Account, any of its Accounts promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority. The Company shall will provide to the Fund Trust and the Adviser Distributor any complaints received from the Contract owners pertaining to the Fund Trust or a Designated PortfolioFund. The copies required by this paragraph may be in the form of electronic documents (e.g., Word, PDF, or similar formats) or hyperlinks to electronic documents.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV3.9 As used herein, the phrase “sales literature and other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs sign or billboardsbillboard, motion pictures, picture or other public mediamedium), 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, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, .
3.10 The Parties each agree and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard acknowledge that it has no rights to the Fundname, logo, brand or ▇▇▇▇ of the other Party or its affiliates and that all use of any designation comprised in whole or part of any such name, logo, brand or ▇▇▇▇ by a Party is prohibited without the prior written consent of the other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party’s name, logo, brand or ▇▇▇▇ as soon as reasonably practicable.
Appears in 2 contracts
Sources: Participation Agreement (Jefferson National Life of New York Annuity Account 1), Participation Agreement (Jefferson National Life Annuity Account G)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, any Portfolio, the Adviser or the Adviser Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will designee object to such use its best efforts for it or its designee to review such sales literature or promotional material within ten fifteen Business Days after receipt of such material. The Fund Fund, the Adviser, the Underwriter, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund, any Portfolio, the Adviser or the Adviser Underwriter is named, and no such material shall be used if the Fund Fund, the Adviser, the Underwriter, or its designee so objectsobject.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the AdviserUnderwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen Business Days prior to its use. No such material shall be used until approved by the Company, and if the Company will or its designee object to such use its best efforts to review such sales literature or promotional material within ten fifteen Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. 4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other pubic media), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statementstatement or prospectus, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statementstatement and prospectus, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ayco Series Trust), Participation Agreement (Ayco Series Trust)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least five Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within five Business Days after receipt of such material. The Company and its agents shall be entitled to use any such materials after five Business Days following submission to the Underwriter or its designee if no comments have been received.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least five Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within five Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will use its best efforts to provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co), Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Underwriter or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Underwriter or its designee, and the Fund will use its best efforts for it . The Underwriter or its designee will be deemed to review have approved such sales literature or promotional material unless the Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund Underwriter or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Underwriter or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Underwriter, or its designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the . The Fund will use its best efforts for it or its designee will be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Adviser, the Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Adviser, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops (and/or its affiliates) develop(s) and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Portfolio, or the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or applicable prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Distributor for use with the public, except with the written permission of the Fund or its designeethe Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statementstatement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Virtus Variable Insurance Trust), Participation Agreement (Virtus Variable Insurance Trust)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsobject to such use within fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities. The Fund will make a good faith effort to notify the Company of any impending changes to its methods of operation (including, but not limited to, fees and expenses and investment policies).
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and . Sales literature or other promotional material does not include material which does not mention the Fund or any other communications distributed or made generally available with regard to the Fundof its affiliated companies.
Appears in 2 contracts
Sources: Participation Agreement (New England Variable Account), Participation Agreement (New England Variable Life Separate Account)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the -7- Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account B of Golden American Life Insurance Co), Participation Agreement (Separate Account Ny-B of First Golden Amer Life Ins Co of Ny)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, its Advisers or the Adviser Sponsor is named, at least ten Business Days prior to its use. No The Company may use such material shall be used until approved by in fewer than ten Business Days if it receives the written consent of the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within ten Business Days after receipt of such material. In connection with the identification of the Portfolios in any such material, the use of the Sponsor's name or identification of the Portfolios shall be given no greater prominence than any other mutual fund or portfolio selection offered in a Variable Insurance Product that is a variable annuity product.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Sponsor, except with the permission of the Fund or its designeethe Sponsor or the designee of either.
4.3. 4.3 The Fund and the AdviserFund, Sponsor, Distributor or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or an Account is named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company, and if the Company will or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Fund, the Distributor and the Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the ContractsVariable Insurance Products, as such registration statement, prospectus, or SAI prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements 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 Designated Portfolios Fund or their its shares, promptly after prior to or contemporaneously with the filing of such document(s) each document with the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsprospectuses, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Variable Insurance Products or the each Account, promptly after prior to or contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. .
4.7 The Company and the Fund shall also each promptly inform the other of the results of any examination by the SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the party that was the subject of the examination shall provide to the other party with a copy of relevant portions of any "deficiency letter" or other correspondence or written report regarding any such examination.
4.8 The Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund and the Sponsor will work cooperate with the Company so as to enable the Company to solicit proxies voting instructions from Contract ownersowners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.9 For purposes of this Article IV, the phrase “"sales literature and other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the publiccustomers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articlearticles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (JPL Separate Account B of Jefferson Pilot Lifeamerica Ins Co), Participation Agreement (JPF Separate Account a of Jefferson Pilot Financial Ins Co)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Distributor or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser, or the Adviser is Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will use its best efforts for it Distributor or its designee reasonably objects to review such sales literature or promotional material use within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. (b) The Company Insurer shall not give any information or make any representations or statements on behalf of the Fund Fund, the Adviser, or any affiliate thereof or concerning the Fund or the Adviser any other such entity in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus and statement and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Distributor or its designee, except with the permission of the Fund Distributor or its designee. The Distributor and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.3. (c) The Fund and Adviser, the AdviserDistributor, or their designee, respective designees shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer, and/or the Contracts Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its Account, is nameduse. No such material shall be used until approved by if the Company, and the Company will Insurer or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. (d) The Fund Adviser and the Distributor shall not give any information or make any representations or statements on behalf of the Company Insurer, the Contracts Distributor, or any affiliate thereof or concerning the Company, Insurer or any other such entity in connection with the Account, sale of shares of the Portfolio(s) or the Contracts other than the information or representations contained in a the registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI statement of additional information for the ContractsSeparate Account, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersSeparate Account, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer or its designee. The Insurer and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.5. (e) The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, parties hereto agree that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but Section 4.7 is not limited to, any of intended to designate or otherwise imply that the following that refer to the Fund, any Designated Portfolio Insurer is an underwriter or any affiliate distributor of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund's shares.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsobject to such use within fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund Securities and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioExchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Allmerica Select Sep Acct Ii of Allmerica Fin Life Ins Co), Participation Agreement (National Variable Annuity Account Ii)
Sales Material and Information. 4.1. The 4.1 Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company or persons under its authorization or control develops or uses and in which the Fund (a) a trademark of Underwriter appears or is shown or (b) a Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used until approved by Company if the Fund or its designee, and the Fund will Underwriter reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedmaterial, and no such material shall be used by Company if the Fund or its designee Underwriter so objects. All such use by Company or persons under its authorization or control of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks. Company acknowledges and agrees that (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or interest in or to Underwriter’s trademarks, (iii) Underwriter acknowledges that from time to time, Company may include the names of the Underwriter, Adviser and Trust as well as Underwriter’s trademarks in Sales Literature or Other Promotional Materials subject to the requirements set out above and (iv) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Upon the expiration or termination of this Agreement. Company shall cease using the trademarks of Underwriter except as the parties may agree in writing.
4.2. 4.2 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Trust shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund Trust or its designeedesignee or by the Underwriter, except with the permission of the Fund Trust or the Underwriter or the designee of either.
4.3 The Trust, Underwriter, or its designee.
4.3. The Fund and the Adviser, or their designee, designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company, and if the Company will reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Tiaa Cref Life Separate Account Va-1), Participation Agreement (Tiaa-Cref Life Separate Account Vli-1)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund Underwriter. The Underwriter will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless it objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee Underwriter so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund Underwriter or its designeethe designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.. The Company understands that, in the ordinary course, the Funds update their registration statements, including their prospectuses, 60 days following the close of their fiscal year ends, which are disclosed on Schedule B.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company is hereby granted a non-exclusive, royalty-free, worldwide license to use, print, broadcast and otherwise display in any print or electronic medium the Fund's, Distributor's and Adviser's service marks, trade names and logos in sales literature or other promotional material created and published by the Company with respect to Contracts, provided such use in print, broadcast or other display conforms to such written guidelines, if any, provided by the Fund or Distributor.
4.2. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material; provided, however, that the Company may begin using such material if the Fund or its designee fails to review or respond within such period. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.24.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning concern int!. the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statutory prospectus or SAI ▇▇▇ for the Fund shares, as such registration statement and statutory prospectus or SAI ▇▇▇ may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, . or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material.
4.34.4. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, . each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material; provided, however, the Fund and the Underwriter may begin using such material if the Company or its designee fails to review or respond within such period. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI ▇▇▇ may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the prior permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, statutory prospectuses, SAIsSAls, 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Underwriter.
4.7. The Company shall provide to the Fund and the Adviser Underwriter any material complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for For use in, in a newspaper, magazine, or other periodical, radio, television, telephone telephone, Internet, or tape recording, videotape display, signs or billboardssigns, motion picturesvideo streams, computerized media, websites or other public media), sales literature or other promotional material (i.e., any written communication distributed or made generally available to key firms, customers or the public, including brochures, circulars, pitch books, information provided on a website, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, sale literature or published articleother promotional material), educational or training materials or other communications distributed or made generally generally/ available to some or all agents agents, wholesalers or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Talcott Resolution Life Insurance Co Separate Account Seven), Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Trust or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund Trust or its designee, and the Fund Trust will use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Fund Trust or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund Trust or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust, a Portfolio or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Portfolio shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for a Portfolio or the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee, except with the permission of the Fund Trust or its designee.
4.3. The Fund Trust and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Upon request, 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Adviser any complaints received from the Contract owners pertaining to the Fund Trust or a Designated Portfolio.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the FundTrust’s registration statementstatement pertaining to a Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such Portfolio prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Sales Material and Information. 4.1. 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 that the Company develops or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if sent via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (or such other address as is provided by Distributor’s compliance personnel to the Company) and not objected to within ten days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Designated Portfolio, the Adviser or the Adviser Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus applicable Prospectus or applicable SAI for the Fund shares, as such registration statement and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Distributor for use with the public, except with the written permission of the Fund or its designeethe Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if not objected to within ten days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, summary and/or statutory prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptionsexemptions to the extent material to the Company, requests for no-action lettersletters to the extent material to the Company, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their shares, its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the AccountAccount and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Distributor any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Jefferson National Life of New York Annuity Account 1), Participation Agreement (Virtus Variable Insurance Trust)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Trust, the Underwriter, or its designeetheir designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Trust, the Underwriter or its designeetheir designees. The Trust, and the Fund Underwriter, or their designees will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Trust or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund Trust, the Underwriter, or its designee reserves their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Trust, the Underwriter or its designee their designees so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designeedesignee or by the Underwriter, except with the permission of the Fund Trust or its designeethe Underwriter or the designee of either.
4.3. The Fund Trust and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Trust, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder 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 Designated Portfolios Trust or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund Trust [or a the Designated PortfolioFund].
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the Fund’s Trust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Trust or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the FundTrust.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesFund, as such registration statement and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Company and/or its Accountseparate account(s), is namednamed at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company Fund or its designee so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectusesabove.
4.8. For purposes of this Article IVAgreement, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNational Association of Securities Dealers, Inc. or FINRA rules, the 1940 Act or the 1933 Act.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, at least fifteen business days prior to first use, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and the AdviserUnderwriter, or their designee, shall furnish, or shall cause to be be, furnished, to the Company, at least fifteen business days prior to first use, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, or the Contracts, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account Account, or the Contracts, is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) with the SEC or other regulatory authorities. The Fund will provide to the Company any complaints filed with the SEC received that pertain to the Company, the Account, or the Contracts.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after contemporaneously with the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioPortfolio filed with the SEC.
4.7. 4.7 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.8 For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: 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), and sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), distributed or made generally available to customers or to the public, educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Transamerica Corporate Separate Account Sixteen), Participation Agreement (WRL Series Life Corporate Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Fund, the Underwriter or its their designee, each piece of sales literature or other promotional material that prepared by the Company, AGSI or any person contracting with the Company develops and or AGSI in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser or the Adviser Underwriter is named, at least ten Business Days prior to its use. No such material shall be used until approved by if the Fund Fund, the Adviser, the Underwriter or its designee, and the Fund will their designee reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Neither the Company, AGSI nor any person contracting with the Company or AGSI shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesProspectus, as such registration statement and prospectus or SAI Fund Prospectus may be amended or supplemented from time to time, or in reports Reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and prepared by the Fund in which the CompanyCompany or its Accounts, and/or are named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company, and if the Company will or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Neither the Fund nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, statement or SAI prospectus may be amended or supplemented from time to time, or in published reports or solicitations for the voting instruction for each Account which are in the public domain or approved by the Company for distribution to Contract ownersParticipants, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsstatements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts investment in an Account or the AccountContract, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fundfollowing: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.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, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (American General Life Insurance Co of New York Separ Acct E), Participation Agreement (American General Life Insurance Co of New York Separ Acct E)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Trust or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Trust or its designee, and the Fund will use its best efforts for it . The Trust or its designee will be deemed to review have approved such sales literature or promotional material unless the Trust or its designee objects or provides comment to the Company within ten Business Days after receipt of such material. The Fund Trust or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Trust or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designeedesignee or by the Underwriter, except with the permission of the Fund Trust or its designeethe Underwriter or the designee of either.
4.3. The Fund Trust and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comment to the Trust, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, 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 Designated Portfolios Trust or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust or Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund Trust or a the Designated PortfolioFund.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the Fund’s Trust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Trust or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the FundTrust.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser or the Adviser Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will designee objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten fifteen (15) Business Days after receipt of such material. The Fund Fund, the Adviser, the Underwriter, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser or the Adviser Underwriter is named, and no such material shall be used if the Fund Fund, the Adviser, the Underwriter, or its designee so objects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the express written permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the AdviserUnderwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountSeparate Account(s), is namednamed at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Company, and if the Company will or its designee objects to such use its best efforts to review such sales literature or promotional material within ten fifteen (15) Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Separate Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Separate Account which that are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the express written permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements of Additional Information, reports, proxy statements, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or the any Separate Account, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.7 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings, electronic or other public pubic media)), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any other communications distributed material change in the Fund's registration statement or made generally available with regard prospectus, particularly any change resulting in a change to the Fundregistration statement or prospectus for any Separate Account. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
Appears in 2 contracts
Sources: Participation Agreement (Agl Separate Account Vl-R), Participation Agreement (Usl Separate Account Usl Vl-R)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or its designee, the Underwriter. The Fund and the Fund Underwriter will use its reasonable best efforts for it or its designee to review such sales literature or promotional material provide the Company with written response within ten Business Days after of receipt of such materialmaterials. The Fund or its designee reserves Any piece which merely names the right to reasonably object to Fund, the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Underwriter or the Adviser is named, and no such material shall as participating in the Variable Insurance Products may be used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee so objectsthe Underwriter.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesFund, as such registration statement and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectusesabove.
4.8. For purposes of this Article IVAgreement, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Van Eck Worldwide Insurance Trust), Participation Agreement (Minnesota Life Variable Universal Life Account)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund Investment Company or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or its investment adviser or the Adviser Distributor is named. No named at least 15 days prior to the anticipated use of such material, and no such sales literature or other promotional material shall be used until approved by unless the Fund or its designee, Investment Company and the Fund will use its best efforts for it Distributor or its the designee to review such sales literature of either approve the material or promotional do not respond with comments on the material within ten Business Days after 10 days from receipt of such the material. The Fund Investment Company, the Distributor, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Investment Company or the Adviser or the Distributor is named, and no such material shall be used if the Fund Investment Company, the Distributor, or its designee so objectsobject.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee and by the Distributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
4.3. (c) The Fund and Investment Company or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer or its Separate Accounts are named at least 15 days prior to the anticipated use of such material, and/or its Account, is named. No and no such material shall be used until approved by unless the Company, and Insurer or its designee approves the Company will use its best efforts to review such sales literature material or promotional does not respond with comments on the material within ten Business Days after 10 days from receipt of such the material. The Company Insurer reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is Insurer or the Separate Accounts or the Variable Contracts are named, and no such material shall be used thereafter if the Company Insurer so objects.
4.4. (d) The Fund Investment Company and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, SAIs, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authority. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any notice of order relating thereto and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsAdditional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersinstructions relating to the Investment Company, and all amendments or supplements to any of the above, above that relate to the Variable Contracts issued by the Insurer or the AccountSeparate Accounts which utilize the Investment Company as an underlying investment medium, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioFINRA.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. (g) For purposes of this Article IVSection 6, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material material, that is published, or designed for use inused in any electronic or other public media, a including any Web site, newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other public mediathan routine listings)), sales literature (i.e., such as any written or electronic communication that is generally distributed or made generally available to customers or the public, including brochures, circulars, research reports, market lettersperformance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature, or published article, and press releases concerning the Distributor’s products or services)), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Fund Participation Agreement (Country Investors Variable Annuity Account), Fund Participation Agreement (Country Investors Variable Life Account)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser or the Adviser Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will designee objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten fifteen (15) Business Days after receipt of such material. The Fund Fund, the Adviser, the Underwriter, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser or the Adviser Underwriter is named, and no such material shall be used if the Fund Fund, the Adviser, the Underwriter, or its designee so objects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the express written permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the AdviserUnderwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Company, and if the Company will or its designee objects to such use its best efforts to review such sales literature or promotional material within ten fifteen (15) Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the express written permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements of Additional Information, reports, proxy statements, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or the any Account, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.7 For purposes of this Article IV, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings, electronic or other public pubic media)), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any other communications distributed material change in the Fund’s registration statement or made generally available with regard prospectus, particularly any change resulting in a change to the Fundregistration statement or prospectus for any Account. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Life Insurance Co Separate Account A), Participation Agreement (Variable Annuity Life Insurance Co Separate Account A)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. If the Fund or its designee does not comment or disapprove such material within 10 days of receipt of such material, the material will be deemed approved. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. If the Company does not comment or disapprove such material within 10 days within 10 days of receipt of such material, the material will be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account I of Integrity Life Insurance Co), Participation Agreement (Separate Account I of National Integrity Life Ins Co)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter. is named. No such material .material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. In the event that the Company's sales literature or other promotional materials merely recite the name of the Fund (or Designated Portfolio thereof) or the Adviser or the Underwriter in conjunction with such entity's logo, the Company shall be deemed to have permission to use such materials unless the Fund or the Underwriter objects to such use within ten (10) Business Days after receiving the materials, provided such materials are identified as only reciting the name of the entity and logo and, as such, require ten Business Day review. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the the' Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.!&., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Principal Life Insurance Co Variable Life Sep Account), Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Fund’s distributor is named. No such material shall be used until approved by the Adviser, the Fund or its designeedesignee (as applicable), and the Fund or Adviser (as applicable) will use its best efforts for it or its designee to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. Materials not approved or disapproved within seven (7) Business Days shall be deemed approved. The Adviser, the Fund or its designee (as applicable) reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Fund’s distributor is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Adviser or the Fund or concerning the Fund or the Adviser or the Fund’s distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Adviser, the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Accountone of the Accounts, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. Materials not approved or disapproved within seven (7) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is Accounts are named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the AccountAccounts, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statementstatement relating to a Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesFund, as such registration statement and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Company and/or its Accountseparate account(s), is namednamed at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company Fund or its designee so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectusesabove.
4.8. For purposes of this Article IVAgreement, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNational Association of Securities Dealers, Inc. or FINRA rules, the 1940 Act or the 1933 Act. .
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 6.1 The Company Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated any Portfolio thereof) or its investment adviser or the Adviser Distributor is named. No such material shall be used until approved by named at least 15 days prior to the Fund or its designee, and the Fund will anticipated use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any , and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if unless the Fund and the Distributor or its the designee so objectsof either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. 6.2 The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee and by the Distributor or its designee, except with the permission of the Fund or its designee and the Distributor or its designee.
4.3. 6.3 The Fund and or the Adviser, Distributor or their designee, the designee of either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by Separate Account B are named at least 15 days prior to the Company, and the Company will anticipated use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. 6.4 The Fund and the Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Account B, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statementstatement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for Separate Account B or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
6.5 The Fund will provide to the Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities.
6.6 The Insurer will provide to the Fund all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission Statements of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsAdditional Information, reports, proxy statements, sales literature and other promotional materials, applications solicitations for exemptions, requests for no-action lettersvoting instructions relating to the Fund, and all amendments or supplements to any of the above, above that relate to the Designated Portfolios Variable Contracts issued by the Insurer or their sharesSeparate Account B which utilize the Fund as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 6.7 For purposes of this Article IVVI, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use inuse, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, 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 other 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 communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Fund Participation Agreement (American Fidelity Separate Account B), Fund Participation Agreement (American Fidelity Separate Account C)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI SA! may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsSA Is, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.literature(~, any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIsSA Is, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account No. 70), Participation Agreement (Separate Account No. 70)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Trust, Advisor or Distributor or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Trust, the Advisor or the Adviser Distributor is namednamed and which the form of such material has not been previously reviewed by the Trust, Advisor or Distributor, at least 10 Business Days prior to its use. No such material shall be used until approved by if the Fund Trust, the Advisor, the Distributor or its designee, and their designee reasonably objects to such use no later than three business days before the Fund will intended use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company Except with the permission of the Trust, Distributor or Advisor or their designee, the Company, its affiliates and agents shall not give any information or make any representations or statements on behalf of the Fund Trust, the Distributor or the Advisor or concerning the Fund Trust, the Distributor or the Adviser in connection with the sale of the Contracts Advisor, other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Trust shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designeedesignee or by the Distributor. This shall not apply to independently created information based on Trust, except with Distributor or Advisor information otherwise allowable under this paragraph, but in no case shall the permission of Company, its affiliates and agents give such information or make such statements in a context that causes the Fund information, representations or its designeestatements to be false or misleading.
4.3. The Fund and the AdviserTrust, Advisor or their designee, Distributor shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, an Account or Contract is named. No named and which the form of such material shall be used until approved has not been previously reviewed by the Company, and the Company will use its best efforts to review such sales literature or promotional material within at least ten Business Days after receipt of such materialprior to its use. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no No such material shall be used if the Company so objectsor its designee reasonably objects to such use no later than three business days before the intended use of such material.
4.4. The Fund Except with the permission of the Company or its designee, the Trust, the Advisor, and the Distributor, as well as their affiliates and agents, shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee. This shall not apply to independently created information based on Company, except with Account or Contract information otherwise allowable under this paragraph, but in no case shall the permission of Trust, Distributor, Advisor, their affiliates and/or agents give such information or make such statements in a context that causes the Companyinformation, representations or statements to be false or misleading.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Trust or their its shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, materials promptly after the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and or other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the FundTrust, any Designated Portfolio Advisor, Distributor, Company or any affiliate of their respective designee in the Fundsame or similar context: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fundbut shall not include institutional sales communications.
Appears in 2 contracts
Sources: Participation Agreement (MTB Funds), Participation Agreement (MTB Funds)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund or its designee, and the Fund The Underwriter will use its best efforts for it or its designee to review such sales literature or promotional material materials within ten Business Days after receipt of a shorter time period as the Company will have requested in a letter accompanying such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no No such material shall be used if the Fund or its designee so objectsobject to such use within fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnishedFurnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the Accounteach account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund Securities and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioExchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other 110 promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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 for 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 other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account Ii)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Trust or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser Underwriter is named. No such material shall be used until approved by the Fund Trust or its designee, and the Fund Trust will use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund Trust or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no such material shall be used if the Fund Trust or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Trust shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee, except with the permission of the Fund Trust or its designee.
4.3. The Fund Trust and the AdvisertheUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund Trust or a Designated Portfolio.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s Trust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable facilitate the Company to solicit solicitation of proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Fund, the Underwriter, or its designeetheir designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Fund, the Underwriter or its designeetheir designees. The Fund, and the Fund Underwriter, or their designees will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Fund, the Underwriter or their designees object or provide comments to the Company within ten (10) Business Days after receipt of such material. The Fund Fund, the Underwriter, or its designee reserves their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Fund, the Underwriter or its designee their designees so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund The-Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, and upon request, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund [or a the Designated Portfolio].
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation [for any Designated Portfolio], and and, if possible, of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ameritas Life Insurance Corp Separate Account Llva)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is namednamed at least 15 days prior to its use. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject. However, notwithstanding the foregoing, the failure to object in writing within 30 days shall be deemed approval.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or of proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Separate Account, is namednamed at least 15 days prior to its use. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Separate Account is named, and no such material shall be used if the Company so objects. However, notwithstanding the foregoing, the failure to object in writing within 30 days shall be deemed approval.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, Company the Separate Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Separate Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Separate Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes purpose of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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 communication distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Hartford Life & Annuity Insurance Co Separate Account Seven)
Sales Material and Information. 4.1. The 4.1 Without limiting the scope or effect of Section 4.2 hereof, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee, Underwriter each piece of sales literature or other promotional material that the Company develops and (as defined hereafter) in which the Fund (or a Designated Portfolio thereof) Trust, its investment adviser or the Adviser Underwriter is namednamed at least 15 days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will Underwriter objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten five Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.such
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Trust shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in annual or semi-annual reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designeedesignee or by the Underwriter, except with the written permission of the Fund Trust or the Underwriter or the designee of either or as is required by law.
4.3 The Underwriter or its designee.
4.3. The Fund and the Adviser, or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved prepared by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material Underwriter in which the Company and/or its Account separate account(s) is named, and no named at least 15 days prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within five Business Days after receipt of such material.
4.4. The Fund 4.4 Neither the Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the CompanyCompany or as is required by law.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.5 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fundregistered representatives.
Appears in 1 contract
Sources: Participation Agreement (American General Life Insurance Co Separate Account Vl R)
Sales Material and Information. 4.15.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, Distributor and the Adviser each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designeeDistributor and the Adviser, and the Fund Distributor and the Adviser will use its their best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves Distributor and the Adviser reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund Distributor or its designee the Adviser so objects.
4.25.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Trust shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund or its designeeDistributor and the Adviser, except with the permission of the Fund Trust or its designee.
4.35.3. The Fund and the AdviserDistributor, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.45.4. The Fund Distributor and the Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.55.5. The Fund Distributor 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.65.6. The Company will provide to the Fund Distributor at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Distributor, the Adviser and the Adviser Trust any complaints received from the Contract owners pertaining to the Fund Trust or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.85.7. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the FundTrust, any Designated Portfolio or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications Shareholder Communications distributed or made generally available with regard to the FundTrust.
Appears in 1 contract
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: ; advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Mony America Variable Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Underwriter or its designee, each piece of sales literature or other promotional material that the Company develops and in which the any Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will use its best efforts for it Underwriter or its designee objects to review such sales literature or promotional material use within ten fifteen Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the any Fund or concerning the any Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the such Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the such Fund, or in sales literature or other promotional material approved by the Fund Underwriter or its designee, except with the permission of the Fund Underwriter or its designee.
4.3. Sales literature in which any Fund or its investment advisor is named shall be submitted to the SEC or NASD for review as required by applicable law. Copies of any comments received that relate to a Fund or the Underwriter or its affiliates shall be sent to the Underwriter or its designee.
4.4. The Fund and the Adviser, Underwriter or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its or any Account is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within fifteen Business Days after receipt of such material.
4.44.5. The Fund Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund Company will provide to the Company Underwriter at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any Statements of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsAdditional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the any Account, promptly after with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company is hereby granted a non-exclusive; royalty-free, worldwide license to use, print, broadcast and otherwise display in any print or electronic medium the Fund's, Distributor's and Adviser's service marks, trade names and logos in sales literature or other promotional material created and published by the Company with respect to Contracts, provided such use in print, broadcast or other display conforms to such written guidelines, if any, provided by the Fund or Distributor.
4.2. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material; provided, however, that the Company may begin using such material if the Fund or its designee fails to review or respond within such period. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.24.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statutory prospectus or SAI for the Fund shares, as such registration statement and statutory prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either. The Company shall comply with all applicable laws,-" including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material.
4.34.4. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material; provided, however, the Fund and the Underwriter may begin using such material if the Company or its designee fails to review or respond within such period. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall shalt be used if the Company so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the prior permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, statutory prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-no- action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or. Underwriter.
4.7. The Company shall provide to the Fund and the Adviser Underwriter any material complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone telephone, Internet, or tape recording, videotape display, signs or billboardssigns, motion picturesvideo streams, computerized media, websites or other public media), sales literature or other promotional material (i.e., any written communication distributed or made generally available to key firms, customers or the public, including brochures, circulars, pitch books, information provided on a website, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, sale literature or published articleother promotional material), educational or training materials or other communications distributed or made generally available to some or all agents agents, wholesalers or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee so objectsobject to such use within fifteen Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.Statements of
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts 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, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (National Variable Annuity Account Ii)
Sales Material and Information. 4.14.1 Underwriter hereby grants to Company a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its trademarks, its name, the name of Advisor and the Fund name(s) in connection with its obligations under this Agreement. The Notwithstanding the foregoing license, unless Company will use the Underwriter’s trademark(s) and/or the Fund name(s) in or as a part of Sales Literature or Other Promotional Materials that includes other fund companies’ trademarks and/or fund names as a listing of funds available in connection with the sale of Contracts, Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company develops or uses and in which the (a) a trademark of Underwriter appears or is shown or (b) a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used until approved by Company if the Fund or its designee, and the Fund will Underwriter reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedmaterial, and no such material shall be used by Company if the Fund or its designee Underwriter so objects. All such use by Company of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks, provided that Company is given sufficient advance notice to implement any such changes. Company acknowledges and agrees that, except for the limited license granted pursuant to this section, (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or interest in or to Underwriter’s trademarks, and (iii) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Underwriter may rescind this license at any time if it determines, in its sole discretion, that use of its trademarks or the Fund name(s) will have an adverse effect on it, the Advisor or a Fund. Upon the expiration or termination of this Agreement or the termination of the license granted in this section, Company shall cease using the trademarks of Underwriter except as the parties may agree in writing.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company, and if the Company will reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Tiaa Cref Life Separate Account Va-1)
Sales Material and Information. 4.1. The Insurance Company shall furnish, or shall cause to be furnished, to represents and warrants that it is familiar with all NASD requirements for the Fund or its designee, each piece filing and review of investment company advertising and sales literature. Insurance Company assumes all responsibility for filing with the NASD of advertising and sales literature or other promotional material that the created by Insurance Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedpursuant to this Agreement. No such material shall be used until approved by the Fund or its designeeInsurance Company intends to create, and provide to contract holders, monthly performance reports of participating Funds. Insurance Company will initially provide a sample format of these monthly performance reports to INVESCO for INVESCO's approval. Thereafter, Insurance Company will be required to provide INVESCO with samples of the Fund will use its best efforts monthly performance reports, for it approval by INVESCO, only if the content or its designee format of the monthly performance reports changes substantially. Generally, INVESCO and Insurance Company agree to review such good faith mutual cooperation in the resolution of novel or controversial issues concerning advertising and sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right that may arise pursuant to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objectsthis Agreement.
4.2. The Insurance Company shall not give any information or make any representations or statements on behalf of the Fund Company or concerning the Fund or the Adviser Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Company's shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundCompany, or in sales literature or other promotional material approved by the Fund Company or its designeedesignee or by INVESCO, except with the permission of the Fund Company or its designeeINVESCO.
4.3. The Fund and the AdviserCompany, INVESCO, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyInsurance Company or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Insurance Company and/or its Accountseparate account(s), is namednamed at least fifteen calendar days prior to its use. No such material shall be used until approved by if the Company, and the Insurance Company will or its designee reasonably object to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such that material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Company, distributors, and INVESCO shall not give any information or make any representations on behalf of the Insurance Company or concerning the Insurance Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such that registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Insurance Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Insurance Company or its designee, except with the permission of the Insurance Company.
4.5. The Fund Company will provide to the Insurance Company at least one complete copy of each registration statement, prospectus, statement of additional information, report, proxy statement, piece of sales literature or other promotional material, application for exemption, request for no-action letter, and any amendment to any of the above, that relate to the Company or its shares, contemporaneously with the filing of the document with the Commission, the NASD, or other regulatory authorities.
4.6. The Insurance Company will provide to the Company at least one complete copy of all each registration statementsstatement, prospectusesprospectus, SAIsstatement of additional information, reportsreport, proxy statementssolicitation for voting instructions, piece of sales literature and other promotional materialsmaterial, applications application for exemptionsexemption, requests request for no-no action lettersletter, and all amendments any amendment to any of the above, that relate relates to use of the Designated Portfolios Company in the Contracts or their sharesthe Account, promptly after contemporaneously with the filing of such document(s) the document with the SEC Commission, the NASD, or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVAgreement, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fundadvertisements, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.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, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, and proxy materials.
4.8. At the request of any party to this Agreement, each other party will make available to the other party's independent auditors and/or representative of the appropriate regulatory agencies, all relevant records, data and access to operating procedures that may be reasonably requested. Company agrees that Insurance Company shall have the right to inspect, audit and copy all relevant records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance regulator(s). However, Company and INVESCO shall own and control all of their respective records pertaining to their performance of the services under this Agreement.
4.9. If the Fund provides incorrect share net asset value information, the Insurance Company shall receive adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share (and, if and to the extent necessary, the Insurance Company shall make adjustments to the number of units credited, and/or unit values for the Contracts for the periods affected). In the event adjustments are required to correct any error in the computation of the Company's net asset value per share, or dividend or capital gain distribution, INVESCO or the Fund shall promptly notify the Insurance Company after discovering the need for such adjustments. If an adjustment is necessary to correct an error which has caused Contract owners to be credited with more or less than the amount to which they are entitled, INVESCO shall make all necessary
4.10. The Company shall send to the Insurance Company, (i) confirmations of activity in the Separate Account within five (5) business days after each date on which a purchase or redemptions of shares of the Company is effected for the Account, and (ii) statements detailing activity in the Account no less frequently than quarterly.
4.11. The Company and INVESCO shall provide the Insurance Company with any other communications distributed information it reasonably requests from time to time, in connection with the Insurance Company's performance of this Agreement, and reporting to management and customers. This information will be provided by the Company or made generally available with regard to INVESCO within five (5) days after receiving such requests from the FundInsurance Company.
Appears in 1 contract
Sources: Participation Agreement (Metropolitan Life Separate Account Ul)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Canada Life of America Variable Annuity Account 1)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or Distributor is namednamed or describes a Fund other than as set forth in the Fund prospectus or the material listed on Part I of Schedule C attached hereto. The parties understand and agree that the Distributor has reviewed and approved a description of Fund(s) for use in Contract rollout sales materials. No such material shall be used until approved by the Fund Distributor or its designee, and the Fund will use its best efforts for it . Distributor or its designee will be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund Distributor or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or Distributor is named, and no such material shall be used if the Fund Distributor or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by Distributor, except with the permission of the Fund or its designeeDistributor or the designee of either.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, Distributor, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Upon request, Distributor will provide to the Company at least one complete copy of all each Fund’s registration statements, prospectuses, SAIs, 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 Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.material..
4.6. The Company will provide to the Fund Distributor at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Distributor any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund Distributor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the a Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Distributor will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.15.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, CGM each piece of sales literature or other promotional material that the Company develops and in which the Fund Funds (or a Designated Portfolio Fund thereof) ), CGM or the Adviser is its affliates are named. No such material shall be used until approved in writing by the Fund or its designeeCGM in writing, and the Fund CGM will use its reasonable best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves CGM reserve the right to reasonably object in writing to the continued use of any such sales literature or other promotional material in which the Fund Funds (or a Designated Portfolio Fund thereof) ), CGM or the Adviser is its affliates are named, and no such material shall be used if CGM or the Fund or its designee Adviser so objects.
4.25.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Funds or CGM or concerning the Fund Funds or the Adviser or CGM in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund Funds shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundFunds, or in sales literature or other promotional material approved in writing by the Fund or its designeeCGM, except with the written permission of the Fund Funds or its designee.
4.35.3. The Fund and the Adviser, CGM or their its respective designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved in writing by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.45.4. The Fund CGM shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved in writing by the Company for distribution to Contract owners, or in sales literature or other promotional material approved in writing by the Company or its designee, except with the permission of the Company.
4.55.5. The Fund CGM or its designee 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Funds or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.65.6. The Company will provide to the Fund CGM at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser CGM, any complaints received from the Contract owners pertaining to the Fund or a Designated PortfolioFund.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.85.7. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the FundFunds, any Designated Portfolio Fund or any affiliate of the FundFunds: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications Shareholder Communications distributed or made generally available with regard to the FundFunds.
Appears in 1 contract
Sources: Participation Agreement (Jefferson National Life Annuity Account E)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Transfer Agent or its designee, each piece of sales literature or other promotional material that the Company develops (and/or its affiliates) develop(s) and in which the Fund (or a Designated Portfolio thereof) or the Adviser Fund’s principal underwriter is named. No such material shall be used until approved by the Fund Transfer Agent or its designee, and the Fund Transfer Agent will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Transfer Agent confirms that it or its designee received such materials. The Fund Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Transfer Agent or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser Fund’s principal underwriter is named, and no such material shall be used if the Fund Transfer Agent or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Portfolio, or the Adviser Fund’s principal underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund applicable Portfolio’s shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Transfer Agent or its designee, except with the permission of the Fund Transfer Agent or its designee. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Transfer Agent shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the AdviserTransfer Agent, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it (or the Fund’s principal underwriter) develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Transfer Agent or its designee confirms that the Company received such materials. The Transfer Agent shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Transfer Agent shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Upon request, the Transfer Agent 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Transfer Agent without the prior written consent of the Transfer Agent or its designee.
4.6. The Upon request, the Company will provide to the Fund Transfer Agent at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Transfer Agent any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, Portfolio and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 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 that the Company develops (and/or its affiliates) develop(s) and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Portfolio, or the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or applicable prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Distributor for use with the public, except with the written permission of the Fund or its designeethe Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statementstatement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 4.01 The Insurance Company shall furnish, or shall cause to be furnished, to the Series Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (Series Fund, a sub-adviser of one of the Funds, or a Designated Portfolio thereof) or the Adviser IMA is named, at least fifteen calendar days prior to its use. No such material shall be used until approved by if the Series Fund or its designee, and the Fund will designee objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. 4.02 The Insurance Company shall not give any information or make any representations or statements on behalf of the Series Fund or concerning the Series Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the Series Fund's registration statement or statement, prospectus or SAI for the Fund sharesSAI, as such that registration statement and statement, prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Series Fund, or in sales literature or other promotional material approved by the Series Fund or its designee or by IMA or its designee, except with the permission of the Series Fund or its designeeIMA or their designees.
4.3. 4.03 The Fund and the AdviserSeries Fund, IMA or their its designee, shall furnish, or shall cause to be furnished, to the CompanyInsurance Company or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurance Company or the Account is named at least fifteen calendar days prior to its Account, is nameduse. No such material shall be used until approved by if the Company, and the Insurance Company will or its designee objects to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such that material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.04 The Series Fund and IMA, or their designees, shall not give any information or make any representations on behalf of the Insurance Company or concerning the Insurance Company, the any Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI statement of additional information for the Contracts, as such that registration statement, prospectus, prospectus or SAI statement of additional information may be amended or supplemented from time to time, or in published reports for the any Account which are in the public domain or approved by the Insurance Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Insurance Company or its designee, except with the permission of the Insurance Company.
4.5. 4.05 The Series Fund will provide to the Insurance Company at least one complete copy of all each registration statementsstatement, prospectusesprospectus, SAIsstatement of additional information, reportsreport, proxy statementsstatement, piece of sales literature and or other promotional materialsmaterial, applications application for exemptionsexemption, requests request for no-action lettersletter, and all amendments any amendment to any of the above, that relate to the Designated Portfolios Series Fund or their its shares, promptly after contemporaneously with the filing of such document(s) the document with the SEC Commission, the National Association of Securities Dealers, Inc. ("NASD"), or other regulatory authorities.
4.6. 4.06 The Insurance Company will provide to the Series Fund at least one complete copy of all each registration statementsstatement, prospectuses (which shall include an offering memorandumprospectus, if anystatement of additional information, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act)report, SAIs, reports, solicitations solicitation for voting instructions, piece of sales literature and other promotional materialsmaterial, applications application for exemptionsexemption, requests request for no-action lettersletter, and all amendments any amendment to any of the above, that relate relates to the Contracts or the Account, promptly after contemporaneously with the filing of such document(s) the document with the SEC Commission, the NASD, or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.07 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fundadvertisements, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone script or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, shareholder newsletters, seminar texts, reprints or excerpts of any other 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, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, and proxy materials.
4.08 At the request of any party to this Agreement, and any each other communications distributed or made generally party will make available with regard to the Fundother party's independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested.
Appears in 1 contract
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the . The Fund will use its best efforts for it or its designee will be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereofa) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the a Fund or concerning the Fund or the Adviser Portfolio in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesstatement, including a Fund’s Prospectus SAI, as such registration statement and prospectus or SAI the same may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by a Fund, the Fund or its designeeDistributor and/or the Adviser, except with the permission prior written consent of the Fund or its designeeFund, Distributor and/or Adviser, as applicable.
4.3. (b) The Fund and the Adviser, or their designee, Company shall furnish, or cause to be furnished, to the Companyeach Fund, as applicable, prior to use each piece of sales literature or other promotional material that it develops and prepared by the Company in which a Fund, the CompanyDistributor, the Adviser and/or its Account, any of their respective affiliates is namednamed or described. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt piece of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if by the Company so objectswithout the prior approval of the Fund, Distributor and/or Adviser, which approval will not be unreasonably withheld. Each Fund, the Distributor and the Adviser each agrees that it will use its best efforts to respond promptly to any request by the Company for such prior approval.
4.4. The Fund (a) Each Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus (which shall include an offering memorandumor SAI, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI the same may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission prior written consent of the Company.
4.5. The Fund will provide (b) Each Fund, the Distributor and the Adviser shall furnish, or cause to be furnished, to the Company at least one complete copy prior to use each piece of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and or other promotional materialsmaterial prepared by the Fund, applications for exemptions, requests for no-action letters, the Distributor and all amendments to the Adviser in which the Company and/or any of the above, that relate to the Designated Portfolios its affiliates is named or their shares, promptly after the filing described. No piece of such document(s) with the SEC sales literature or other regulatory authorities.
4.6promotional material shall be used by the Fund, the Distributor and the Adviser without the prior approval of the Company, which approval will not be unreasonably withheld. The Company agrees that it will provide use its best efforts to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments respond promptly to any of request by a Fund, the above, that relate to the Contracts Distributor or the Account, promptly after the filing of Adviser for such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolioprior approval.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.85.3. For purposes of this Article IVV and Article IX, the phrase “sales literature and other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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 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 other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, materials (including solicitations for voting instructions) and any other communications distributed material constituting sales literature or made generally advertising under the FINRA rules, the 1933 Act or the 1▇▇▇ ▇▇▇.
5.4. At the request of any party to this Agreement, each other party will make available with regard to the Fundrequesting party’s independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party’s obligations under this Agreement.
Appears in 1 contract
Sources: Fund Participation Agreement (Union Security Insurance Co Variable Account C)
Sales Material and Information. 4.1. 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 that the Company develops or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if sent via email to a▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (or such other address as is provided by Distributor’s compliance personnel to the Company) and not objected to within ten days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Designated Portfolio, the Adviser or the Adviser Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus applicable Prospectus or applicable SAI for the Fund shares, as such registration statement and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Distributor for use with the public, except with the written permission of the Fund or its designeethe Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if not objected to within ten days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, summary and/or statutory prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptionsexemptions to the extent material to the Company, requests for no-action lettersletters to the extent material to the Company, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their shares, its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the AccountAccount and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Distributor any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Jefferson National Life Annuity Account G)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, its Advisers or the Adviser Sponsor is named, at least ten Business Days prior to its use. No The Company may use such material shall be used until approved by in fewer than ten Business Days if it receives the written consent of the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within ten Business Days after receipt of such material. In connection with the identification of the Portfolios in any such materials, the use of the Sponsor’s name or identification of the Portfolios shall be given no greater prominence than any other mutual fund or portfolio selection offered in a Variable Insurance Product that is a variable annuity.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Sponsor, except with the permission of the Fund or its designee.the Sponsor or the designee of either. [_____]
4.3. 4.3 The Fund and the AdviserFund, Sponsor, Distributor or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Company or an Account is namednamed at least ten Business Days prior to use. No such material shall be used until approved by the Company, and if the Company will or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Fund, the Distributor and the Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the ContractsVariable Insurance Products, as such registration statement, prospectus, or SAI prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements 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 Designated Portfolios Fund or their sharesits Portfolios, promptly after prior to or contemporaneously with the filing of such document(s) each document with the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsprospectuses, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or its Portfolios as offered in the Variable Insurance Products or by each Account, promptly after prior to or contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. .
4.7 The Company and the Fund shall also each promptly inform the other of the results of any examination by the SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the party that was the subject of the examination shall provide to the other party with a copy of relevant portions of any “deficiency letter” or other correspondence or written report regarding any such examination.
4.8 The Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund and the Sponsor will work cooperate with the Company so as to enable the Company to solicit proxies voting instructions from Contract ownersowners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus or registration statement, prospectuses in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.9 For purposes of this Article IV, the phrase “sales literature and other promotional materialsmaterial” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the publiccustomers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articlearticles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.. [_____]
Appears in 1 contract
Sources: Participation Agreement (C M Life Variable Life Separate Account I)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such materialUnderwriter. The Fund or its designee reserves and the right Underwriter will use reasonable best efforts to reasonably object to provide the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.Company with written response
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesFund, as such registration statement and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.or
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVAgreement, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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, literature or published article), educational or training materials or other 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 communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (National Variable Annuity Account Ii)
Sales Material and Information. 4.1. The As set forth in Section 1.7 (a) herein, the Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature or other promotional material that the Company develops and in which the a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by named or describes a Fund or the Underwriter other than as set forth in the Fund prospectus or its designee, the materials listed on Part I of Schedule C attached hereto. The parties understand and agree that the Fund Underwriter will review a description of Fund(s) for use its best efforts for it or its designee in Contract prospectus and initial Contract rollout sales materials The Underwriter will be deemed to review have approved such sales literature or promotional material unless the Underwriter objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee Underwriter so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the a Fund or concerning the a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeeUnderwriter, except with the permission of the Fund or its designeeUnderwriter.
4.3. The Fund and the Adviser, or their designee, Underwriter shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Underwriter within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their it’s shares, promptly within a reasonable period of time after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnishCSAMSI will provide the Plan on a timely basis with investment performance information for each Designated Portfolio, or shall cause including total return for the preceding calendar month and calendar quarter, the calendar year to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designeedate, and the prior one-year, five-year, and ten year (or life of the Designated Portfolio) periods. The Plan may, based on the information supplied by CSAMSI, prepare communications for Participants ("Participant Materials"). The Plan will provide copies of all Participant Materials concurrently with their first use for CSAMSI's internal recordkeeping purposes. It is understood that neither CSAMSI nor any Designated Portfolio will be responsible for errors or omissions in, or the content of, Participant Materials except to the extent that the error or omission resulted from information provided by or on behalf of CSAMSI or the Designated Portfolio. Any printed information that is furnished to the Plan pursuant to this Agreement other than each Designated Portfolio's prospectus or statement of additional information (or information supplemental thereto), periodic reports and proxy solicitation materials is CSAMSI's sole responsibility and not the responsibility of any Designated Portfolio or the Fund. The Plan agrees that the Portfolios, the shareholders of the Portfolios and the officers and governing Board of the Fund will use its best efforts for it have no liability or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object responsibility to the continued use of any such sales literature or other promotional material Plan in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objectsthese respects.
4.2. The Company shall Except as otherwise provided herein, the Plan will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund shares, as such registration statement, prospectus and statement and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature published reports for the Fund which are in the public domain or other promotional material approved by the Fund or its designeeCSAMSI for distribution, or in sales literature or other material provided by the Fund, the Adviser or by CSAMSI, except with the permission of the Fund or its designee.
4.3CSAMSI. The Fund and the Adviser, or their designee, shall Plan will furnish, or will cause to be furnished, to the CompanyFund, the Adviser or CSAMSI, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Plan is named, at least ten (10) business days prior to its use. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which requires the Company and/or its Account is named, and no such material shall permission of CSAMSI prior to use will be used if CSAMSI reasonably objects to such use within five (5) business days after receipt. Nothing in this Section 4.2 will be construed as preventing the Company so objectsPlan or its agents from giving advice on investment in the Fund.
4.44.3. The Fund shall Fund, the Adviser and CSAMSI will not give any information or make any representations or statements on behalf of the Company Plan or concerning the Company, the Account, or the Contracts Plan other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company Plan for distribution to Contract ownersParticipants, or in sales literature or other promotional material approved provided by the Company Plan, except with permission of the Plan. The Plan agrees to respond to any request for approval on a prompt and timely basis. The Fund, the Adviser or CSAMSI will furnish, or will cause to be furnished, to the Plan or its designee, except with each piece of sales literature or other promotional material in which the permission Plan is named at least ten (10) business days prior to its use. No such material will be used if the Plan reasonably objects to such use within five (5) business days after receipt of the Companysuch material.
4.54.4. The Fund will provide to the Company at least Plan one complete copy of all registration statements, prospectuses, SAIsstatements of additional information, shareholder 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 Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC SEC, the NASD or other regulatory authoritiesauthority.
4.64.5. The Company Plan acknowledges that disclosure in Plan prospectuses or other disclosure documents regarding potential risks of mixed and shared funding may be appropriate. The Plan will provide to the Fund a copy of the Internal Revenue Service Determination letter that relates to the Plan and at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued any materials prepared by the Company Plan or interests therein are not registered under the 1933 Act), SAIs, 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 its agents relating to the Contracts Fund, the Designated Portfolios or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfoliotheir service providers.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.84.6. For purposes of this Article IVSection 4.5, the phrase “sales literature and other promotional materials” material covered includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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)advertisements, sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), and educational or training materials or other communications distributed or made generally available to some or all agents or employees, by the Plan.
4.7. The Fund and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard CSAMSI hereby consent to the FundPlan's use of the names of any Designated Portfolio and of the Adviser, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will continue only as long as any Participants are invested in the relevant Designated Portfolio.
Appears in 1 contract
Sales Material and Information. 4.1. 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 that the Company develops or uses and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within named at least ten Business Days after receipt of such materialprior to its use. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is namednamed within ten Business Days after receipt of such material, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund sharesShares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or shall cause to be be, furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops or uses and in which the Company, the Account(s) and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within Contracts are named at least ten Business Days after receipt of such materialprior to its use. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company Company, the Account(s) and/or its Account is namedthe Contracts are named within ten Business Days after receipt of such material, and no such material shall be used if the Company or its designee so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, any prospectuses and SAIs, 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 Designated Portfolios or their shares, Portfolio(s) reasonably promptly after the filing of such document(s) with the SEC or FINRA or other regulatory authorities. Upon request, the Fund will provide to the Company copies of SEC exemptive orders and no-action letters and sales literature and other promotional material that relate to the Designated Portfolios and to the performance of this Agreement by the parties.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, any prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), ) and SAIs, reports, solicitations ▇▇▇▇▇▇▇▇tions 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 the Account, Account(s) reasonably promptly after the filing of such document(s) with the SEC or FINRA or other regulatory authorities. Or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. Upon request, the Company will provide to the Fund copies of SEC exemptive orders and no-action letters, solicitations of voting instructions and sales literature and other promotional material that relate to the Contracts or the Account and the performance of this Agreement by the parties. The Company shall use reasonable efforts to provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, internet website (or other electronic media), telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Riversource of New York Variable Annuity Account)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or its designee, the Underwriter. The Fund and the Fund Underwriter will use its reasonable best efforts for it or its designee to review such sales literature or promotional material provide the Company with written response within ten Business Days after of receipt of such materialmaterials. The Fund or its designee reserves Any piece which merely names the right to reasonably object to Fund, the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Underwriter or the Adviser is named, and no such material shall as participating in the Variable Insurance Products may be used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee so objectsthe Underwriter.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.Contracts
4.3. The Fund and Fund, the Adviser, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements 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 any of the Designated Portfolios or their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements 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 the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolioabove.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IVAgreement, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic 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 other 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 communications distributed or made generally available with regard to the Fund.excerpts
Appears in 1 contract
Sources: Participation Agreement (Nyliac Variable Annuity Separate Account I)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, at least fifteen business days prior to first use, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and the AdviserUnderwriter, or their designee, shall furnish, or shall cause to be be, furnished, to the Company, at least fifteen business days prior to first use, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, or the Contracts, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account Account, or the Contracts, is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Bankers Life Insurance Co of New York Separate Account I)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, any Portfolio, the Adviser or the Adviser Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will designee object to such use its best efforts for it or its designee to review such sales literature or promotional material within ten fifteen Business Days after receipt of such material. The Fund Fund, the Adviser, the Underwriter, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund, any Portfolio, the Adviser or the Adviser Underwriter is named, and no such material shall be used if the Fund Fund, the Adviser, the Underwriter, or its designee so objectsobject.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the AdviserUnderwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen Business Days prior to its use. No such material shall be used until approved by the Company, and if the Company will or its designee object to such use its best efforts to review such sales literature or promotional material within ten fifteen Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsStatements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. 4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other pubic media), sales literature (I.E., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statementstatement or prospectus, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statementstatement and prospectus, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Shareholder Services Agreement (JPF Variable Annuity Separate Account)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject and provide the Company with written notice of the reasonable objections at least 30 days prior to the last date the materials may be used.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy notice of filings of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints (as defined by the National Association of Insurance Commissioners) received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.regulatory
Appears in 1 contract
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the applicable Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the such Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the applicable Fund or its designee, and the such Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. The applicable Fund or its designee reserves the right to reasonably object to the continued such use of any such sales literature or other promotional material in which the such Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the such Fund or its designee so objectsobject within five (5) Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the either Fund or concerning the a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus Prospectus or SAI for the applicable Fund shares, as such registration statement and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the applicable Fund, or in published reports for the Fund, which are in the public domain or approved by the Fund, Adviser, or Underwriter or in sales literature or other promotional material approved by the applicable Fund or its designeedesignee or by the Underwriter, except with the permission of the applicable Fund or its designeethe Underwriter or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The applicable Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws. The applicable Fund, Adviser, or Underwriter agrees to respond to any request for approval on a prompt and timely basis.
4.3. The applicable Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The applicable Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
4.5. The applicable Fund will provide to the Company at least one complete copy of all registration statements, summary and/or statutory prospectuses, SAIs, 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 Designated Portfolios such Fund or their its shares, promptly within a reasonable time after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the applicable Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the applicable Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the such Fund or a its Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio a Fund or any affiliate of the a Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the a Fund.
Appears in 1 contract
Sources: Participation Agreement (Thrivent Variable Annuity Account I)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund Fund, the Underwriter, any other investment adviser to the Fund, or any affiliate of the Underwriter are named, at least three (or a Designated Portfolio thereof3) or the Adviser is namedBusiness Days prior to its use. No such material shall be used until approved by if the Fund Fund, the Underwriter, or its designee, and the Fund will their respective designees reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten three (3) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements statement on behalf of the Fund Fund, the Underwriter, any other investment adviser to the Fund, or any affiliate of the Underwriter or concerning the Fund or the Adviser any other such entity in connection with the sale of the Contracts Policies other than the information or representations contained in the registration statement or statement, prospectus or SAI statement of additional information for the Fund sharesShares, as such registration statement, prospectus and statement and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Fund, the Underwriter or its designeetheir respective designees, except with the permission of the Fund Fund, the Underwriter or its designeetheir respective designees. The Fund, the Underwriter or their respective designees each agrees to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund, the Underwriter or any of their affiliates which is intended for use only by brokers or agents selling the Policies (i.e., information that is not intended for distribution to Policy owners ---- or prospective Policy owners) is so used, and neither the Fund, the Underwriter nor any of their affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
4.3. The Fund and the Adviser, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account the Accounts is named, and no at least three (3) Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within three (3) Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give give, and agree that any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts Policies in connection with the sale of the Policies other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act)prospectus, or SAI statement of additional information for the ContractsPolicies, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersAccounts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. The Company or its designee agrees to respond to any request for approval on a prompt and timely basis. The parties hereto agree that this Section 4.4. is neither intended to designate nor otherwise imply that the Underwriter is an underwriter or distributor of the Policies.
4.5. The Company and the Fund (or its designee in lieu of the Company or the Fund, as appropriate) will each provide to the Company other at least one complete copy of all registration statements, prospectuses, SAIsstatements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-no- action letters, and all amendments to any of the above, that relate to the Designated Portfolios Policies, or their sharesto the Fund or its Shares, promptly after prior to or contemporaneously with the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) document with the SEC or other regulatory authorities. The Company and the Fund shall also each promptly inform the other of the results of any examination by the SEC (or other regulatory authorities) that relates to the Policies, the Fund or its Shares, and the party that was the subject of the examination shall provide to the other party with a copy of relevant portions of any "deficiency letter" or other correspondence or written report regarding any such examination.
4.6. The Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus or statement of additional information for any Account. The Fund and the Underwriter will work cooperate with the Company so as to enable the Company to solicit proxies from Contract owners, Policy owners or to make changes to its prospectus 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 Policy prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.84.7. For purposes purpose of this Article IVIV and Article VIII, the phrase “"sales literature and or other promotional materials” includes, material" includes but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: 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), and sales literature (i.e.such as brochures, circulars, reprints or excerpts or any written communication other advertisement, sales literature, or published articles), distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Fund Participation Agreement (Usl Separate Account Usl Vl-R)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund or its designee, and the Fund will Adviser reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, the Adviser or the Adviser Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund which are in the public domain or approved by the Fund, Adviser or Underwriter for distribution, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either. The Fund and Underwriter agree to respond to any request for approval on a prompt and timely basis.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by the Company, and if the Company will or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten five (5) Business Days after receipt of such material. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Company, the Account is or the Contracts are named, and no such material shall be used if the Company or its designee so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved provided by the Company or its designee, except with the written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, definitive prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), definitive SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authoritiesauthorities (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales literature and promotional material that relate to or refer to the Fund will be provided). The Company shall provide to the Fund and the Adviser Underwriter a summary of any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus or statement of additional information for any Account. The Fund will work cooperate with the Company so as to enable the Company to solicit proxies from Contract owners, owners or to make changes to its prospectus prospectus, statement of additional information or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNASD rules, the 1933 Act or the 1940 Act.
Appears in 1 contract
Sales Material and Information. 4.14.1 Underwriter hereby grants to Company a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its trademarks, its name, the name of the Fund name(s) in connection with its obligations under this Agreement. The Notwithstanding the foregoing license, Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company develops or uses and in which the (a) a trademark of Underwriter appears or is shown or (b) a Fund (or a Designated Portfolio thereof) or the Adviser Underwriter is named, at least ten calendar days prior to its use. No such material shall be used until approved by Company if the Fund or its designee, and the Fund will Underwriter reasonably objects to such use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is namedmaterial, and no such material shall be used by Company if the Fund or its designee Underwriter so objects. All such use by Company of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks, provided that Company is given sufficient advance notice to implement any such changes. Company acknowledges and agrees that, except for the limited license granted pursuant to this section, (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or interest in or to Underwriter’s trademarks, and (iii) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Underwriter may rescind this license at any time in its sole discretion by providing written notice. Upon the expiration or termination of this Agreement or the termination of the license granted in this section, Company shall cease using the trademarks of Underwriter except as the parties may agree in writing.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus Prospectus or SAI for the Fund shares, as such registration statement and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund or its designeedesignee or by the Underwriter, except with the written permission of the Fund or its designeethe Underwriter.
4.3. 4.3 The Fund and the AdviserFund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company, and if the Company will reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Tiaa Separate Account Va-3)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature or other promotional material that the Company develops and in which the a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the named or describes a Fund or its designee, the Underwriter. The parties understand and agree that the Fund Underwriter has reviewed and approved a description of Fund(s) for use in the initial Contract prospectus and initial Contract rollout sales materials. The Underwriter will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Underwriter objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioFund.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.84.6. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use investment adviser or any of its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser underwriters is named, and no at least ten (10) "Business Days" prior to its use. No such material shall be used if the Fund or its designee so objectsobjects to such use within ten (I0) "Business Days" after receipt of such material. The requirement to furnish sales literature and promotional materials under this provision shall not include literature or materials that simply list one or more of the underlying fund names, underlying fund performance and/or information or representations that are contained in the registration statements or prospectuses for the respective funds, as such registration statements and prospectuses may be amended or supplemented from time to time.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI Prospectus for the Fund shares, as such registration statement and prospectus or SAI Prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeethe designee of the Fund in writing, except with the written permission of the Fund or the designee of either.
4.3 The Fund (or its designee.
4.3. The Fund and the Adviser, or their designee, ) shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account Account(s), is named, and no named at least ten (10) "Business Days" prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within ten (10) "Business Days" after receipt of such material.
4.4. 4.4 The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the an Account, or the Contracts other than the information or representations contained in a registration statement, statement or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectusesProspectuses, SAIsStatements 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.7 For purposes of this Article IV, the phrase “"sales literature and or other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material materials published, or designed for use inuse, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature 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, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, and proxy materials, materials and any other communications distributed material constituting sales literature or made generally available with regard to advertising under the FundFINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.
Appears in 1 contract
Sources: Participation Agreement (Principal Life Insurance Co Separate Account B)
Sales Material and Information. 4.1. 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 that the Company develops or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material The Fund shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. If the Fund or its designee does not provide comments to such literature or material within ten (10) Business Days, such literature or material shall be deemed approved. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objectsobject.
4.2. The Except for material that is deemed approved pursuant to Section 4.1, the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Designated Portfolio, the Adviser or the Adviser Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus applicable Prospectus or applicable SAI for the Fund shares, as such registration statement and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Distributor for use with the public, except with the written permission of the Fund or its designeethe Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company's placement of sales materials with the summary prospectus in order to review Company's compliance with applicable laws and regulations.
4.3. The Fund and the AdviserDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material The Company shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. If the Company does not provide comments to such literature or material within ten (10) Business Days, such literature or material shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Except for material that is deemed approved pursuant to Section 4.3, the Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, summary and/or statutory prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptionsexemptions to the extent material to the Company, requests for no-action lettersletters to the extent material to the Company, and all amendments to any of the above, that relate to the Designated Portfolios Fund or their shares, its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the AccountAccount and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Distributor any complaints received from the Contract owners pertaining to the Fund or a the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Jefferson National Life Annuity Account G)
Sales Material and Information. 4.1. 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee, except with the permission of the Fund or its designee.
4.3. The Fund and the Adviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be -8- amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund 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 exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “"sales literature and other promotional materials” " includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ameritas Life Insurance Corp Separate Account Llva)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designeeUnderwriter, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund Underwriter. The Underwriter will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless it objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund or its designee Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee Underwriter so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund Underwriter or its designeethe designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, 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 Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.. The Company understands that, in the ordinary course, the Funds update their registration statements, including their prospectuses, 60 days following the close of their fiscal year ends, which are disclosed on Schedule B.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The 2020The Company shall furnish, or shall cause to be furnished, to the Fund ADAMA or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser ADAMA is named. No such material shall be used until approved by the Fund ADAMA or its designee, and the Fund ADAMA will use its best commercially reasonable efforts for it or its designee to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. The Fund ADAMA or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser ADAMA is named, and no such material shall be used if the Fund ADAMA or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund either Trust or concerning the Fund either Trust or the Adviser ADAMA in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrusts, or in sales literature or other promotional material approved by the Fund ADAMA or its designee, except with the permission of the Fund ADAMA or its designee.
4.3. The Fund and the Adviser, ADAMA or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best commercially reasonable efforts to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund ADAMA shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund ADAMA 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 exemptions, requests for no-action letters, materials and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund ADAMA at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser ADAMA any complaints received from the Contract owners pertaining to the Fund either Trust or a Designated Portfolio.
4.7. The Fund ADAMA will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Funda Trust’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund ADAMA will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund ADAMA will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Fund, the Underwriter, or its designeetheir designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund Fund, the Underwriter or its designeetheir designees. The Fund, and the Fund Underwriter, or their designees will use its best efforts for it or its designee be deemed to review have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days days after receipt of such material. The Fund Fund, the Underwriter, or its designee reserves their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund Fund, the Underwriter or its designee their designees so objectsobject.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, ; or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Underwriter, except with the permission of the Fund or its designeethe Underwriter or the designee of either.
4.3. The Fund and the AdviserUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the . The Company will use its best efforts be deemed to review have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, statement and prospectus (which shall include an offering memorandum, if any, if the Contracts Contract issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or nor its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersLetters, and all amendments or supplements to any of the above, that relate to the Designated Portfolios Fund or their its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser Underwriter any complaints received from the Contract owners pertaining to the Fund or a the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 4.1 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 that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, its Advisers or the Adviser Sponsor is named, at least ten Business Days prior to its use. No The Company may use such material shall be used until approved by in fewer than ten Business Days if it receives the written consent of the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser is named, and no No such material shall be used if the Fund or its designee so objectsreasonably objects to such use within ten Business Days after receipt of such material.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designeedesignee or by the Sponsor, except with the permission of the Fund or its designeethe Sponsor or the designee of either, which permission shall not be unreasonably withheld.
4.3. 4.3 The Fund and the AdviserFund, Sponsor, Distributor or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or an Account is named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company, and if the Company will or its designee reasonably objects to such use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Fund, the Distributor and the Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the ContractsVariable Insurance Products, as such registration statement, prospectus, or SAI prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIsstatements 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 Designated Portfolios Fund or their its shares, promptly after prior to or contemporaneously with the filing of such document(s) each document with the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsprospectuses, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Variable Insurance Products or the each Account, promptly after prior to or contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. .
4.7 The Company and the Fund shall also each promptly inform the other of the results of any examination by the SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the party that was the subject of the examination shall provide to the other party with a copy of relevant portions of any "deficiency letter" or other correspondence or written report regarding any such examination, unless prohibited by law.
4.8 The Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Designated Portfolio.
4.7. The Fund Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s 's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund and the Sponsor will work cooperate with the Company so as to enable the Company to solicit proxies voting instructions from Contract ownersowners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.9 For purposes of this Article IV, the phrase “"sales literature and other promotional materials” material" includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the publiccustomers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articlearticles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials.
4.10 The Fund shall provide the Company with such quarterly information reasonably necessary for completion of sales literature or other promotional material (such as fund investment objectives, and any other communications distributed or made generally available with regard to Top 10 Holdings, sector weightings, etc.) no later than 20 days after the Fundend of each quarter.
Appears in 1 contract
Sources: Participation Agreement (Nationwide Provident Vli Separate Account 1)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund ADAMA or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser ADAMA is named. No such material shall be used until approved by the Fund ADAMA or its designee, and the Fund ADAMA will use its best commercially reasonable efforts for it or its designee to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. The Fund ADAMA or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser ADAMA is named, and no such material shall be used if the Fund ADAMA or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund either Trust or concerning the Fund either Trust or the Adviser ADAMA in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrusts, or in sales literature or other promotional material approved by the Fund ADAMA or its designee, except with the permission of the Fund ADAMA or its designee.
4.3. The Fund and the Adviser, ADAMA or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best commercially reasonable efforts to review such sales literature or promotional material within ten seven (7) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund ADAMA shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund ADAMA 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 exemptions, requests for no-action letters, materials and all amendments to any of the above, that relate to the Designated Portfolios or their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund ADAMA at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, 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 the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser ADAMA any complaints received from the Contract owners pertaining to the Fund either Trust or a Designated Portfolio.
4.7. The Fund ADAMA will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund’s a Trust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund ADAMA will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund ADAMA will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase “sales literature and other promotional materials” includes, but is not limited to, any of the following that refer to the Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 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, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)