Common use of Sales Material and Information Clause in Contracts

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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 11 contracts

Sources: Participation Agreement (Aul American Individual Variable Life Unit Trust), Participation Agreement (Legg Mason Partners Variable Equity Trust), Participation Agreement (Legg Mason Global Asset Management Variable Trust)

Sales Material and Information. 4.1 The Company shall furnish, promptly inform DFAS as to the status of all sales literature filings and shall promptly notify DFAS of all approvals or disapprovals of sales literature filings with regulatory authorities. The Company shall cause to be furnished, promptly provide the Fund with copies of any Contract holder complaints respecting the Contracts that relate to the Fund or its designeeto the Portfolios. 4.2 Except with the written consent of the Adviser, each piece of sales literature or other promotional material in which the Fund or its investment adviser DFAS, as appropriate, the Company shall not make any oral or any of its underwriters is namedwritten material representations concerning the Adviser, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if DFAS, the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts Portfolios, other than the information or representations contained in in: (a) the registration statement Fund Registration Statement or Prospectus prospectus(es) for the Fund sharesFund, as such registration statement and Prospectus may be amended or supplemented from time to time, or in ; (b) published reports or proxy statements for of the Fund which are in the public domain or are approved by the Fund, or in ; or (c) sales literature or other promotional material approved by the Fund or the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of eitherPortfolios. 4.3 The Fund and Except with the Distributorwritten consent of the Company, the Adviser, DFAS, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.4 The Fund and the Distributor shall not give any information or make any oral or written material representations on behalf of the Company or concerning the Company, an Account, or the Contracts other than the information or representations contained in in: (a) a registration statement statement, prospectus, or prospectus offering memoranda for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in ; (b) published reports for each Account or statements of the Contracts or the Accounts which are in the public domain or are approved by the Company for distribution to Contract owners, or in Company; or (c) sales literature or other promotional material approved by of the Company. Notwithstanding the foregoing, this provision shall not be interpreted to prevent the Adviser, DFAS and the Fund from providing information about the Company or its designeethis Agreement to their directors, except with regulators, accountants, legal counsel or otherwise in the permission ordinary course of their business. 4.4 No Party shall use any other Party’s names, logos, trademarks or service marks, whether registered or unregistered, without the Companyprior written consent of such Party. 4.5 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, 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, above that relate to the Portfolios or their shares, and any other applicable documents or materials, in final form as filed with the SEC. If requested by the Company, the Fund or its sharesshall provide such documentation (including a final copy of the amended prospectus(es) of the Portfolios as set in type (including an 8 1/2” x 11” size camera-ready stat) at the Fund’s expense) and other assistance as is reasonably necessary in order for the Company once each year to have, at the Company’s expense, the current prospectus(es) for the Portfolios printed together in with the document describing the Contracts. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statementsoffering materials describing the Fund, prospectusesthe Portfolios and the Contracts, Statements of Additional Informationincluding application and investment election forms, sample illustrations, reports, solicitations for voting instructions, sales literature and any other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, above and any other applicable documents or materials that relate to the Contracts and each Account. In the event any such documents are required to be filed with any regulatory authority or body, the AccountCompany shall provide such materials in final form as filed with such regulatory authority or body. The Company represents and warrants that the Contracts, registration statements, prospectuses, offering memoranda and any other filing in connection therewith with respect to the Accounts will not materially deviate from the form of such documents provided to the Fund. 4.7 For purposes of this Article IVSection 4, the phrase “sales literature or other promotional material” includesshall be construed in accordance with all applicable securities laws and regulations. 4.8 To the extent required by applicable law, but is not limited to, advertisements (such as materials publishedincluding the administrative requirements of regulatory authorities, or designed for useas mutually agreed between the Company and DFAS, the Company reserves the right to modify any of the Contracts in any respect whatsoever. The Company reserves the right, in a newspaperits sole discretion, magazineto suspend the sale of any Contract, in whole or in part, or to accept or reject any application for the sale of a Contract. The Company agrees to notify the 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 Parties promptly upon the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts occurrence of any other advertisement, sales literature, event that the Company believes might necessitate a material modification or published article), educational or training materials or other communications distributed or made generally suspension. 4.9 The Parties agree to review the arrangements set forth herein from time to time for possible changes and will make their personnel reasonably available to some or all agents or employees, and registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderfor this purpose.

Appears in 9 contracts

Sources: Participation Agreement (Protective COLI VUL), Participation Agreement (Variable Annuity-2 Series Account), Participation Agreement (Variable Annuity-2 Series 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 in which the Fund Fund, its Advisers or its investment adviser or any of its underwriters the Sponsor is named, at least fifteen (15) “ten Business Days” Days prior to its use. The Company may use such material in fewer than ten Business Days if it receives the written consent of the Fund or its designee. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “ten Business Days” 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. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherSponsor, except with the permission of the Fund or the Distributor Sponsor or the designee of either. 4.3 The Fund and the DistributorFund, Sponsor, Distributor or the their designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), or an Account is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The Fund Fund, the Distributor and the Distributor Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Insurance Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts Variable Insurance Products or each Account, prior to or contemporaneously with the Accountfiling of such 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 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 Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the prospectus for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus in an orderly manner. 4.9 For purposes of this Article IV, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 8 contracts

Sources: Participation Agreement (Variable Annuity Account a of Protective Life), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (MEMBERS Horizon Variable Separate Account)

Sales Material and Information. 4.1 The Company 4.1. Allianz shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Allianz develops or proposes to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.2 The Company 4.2. Allianz shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, including the prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Adviser shall furnish, or shall cause to be furnished, to the Company or its designeeAllianz, a copy of each piece of sales literature or other promotional material in which the Company Allianz and/or its Account(s), separate account(s) is named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee Allianz objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company Allianz or concerning Allianz, the Company, an Account, or the Contracts other than the information or representations contained in a registration statement statement, including the prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Allianz or its designee, except with the permission of the CompanyAllianz. 4.5 Upon request, the 4.5. The Fund will provide to the Company Allianz at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s) within a reasonable period of time following the filing of such document(s) with the SEC or its sharesNASD or other regulatory authorities. 4.6 Upon request, the Company 4.6. Allianz will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional InformationSAIs, 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, within a reasonable period of time following the filing of such document(s) with the SEC, NASD, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase "sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 8 contracts

Sources: Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life Variable Account B), Fund Participation Agreement (Allianz Life Variable 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 in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, Contracts as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications application for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the Company The company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 7 contracts

Sources: Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Life Separate Account)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as materials 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, computerized media, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 7 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 furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) "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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) "Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 6 contracts

Sources: Participation Agreement (Horace Mann Life Insurance Co Separate Account), Participation Agreement (Horace Mann Life Insurance Co Separate Account), Participation Agreement (Horace Mann Life Insurance Co Separate Account)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregistered representatives.

Appears in 6 contracts

Sources: Participation Agreement (Forethought Life Insurance Co Separate Account A), Participation Agreement (Glenbrook Life Multi-Manager Variable Account), Participation Agreement (Glenbrook Life Multi-Manager Variable 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 in which the Fund Fund, its Advisers or its investment adviser or any of its underwriters the Sponsor is named, at least fifteen (15) “ten Business Days” Days prior to its use. The Company may use such material in fewer than ten Business Days if it receives the written consent of the Fund or its designee. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “ten Business Days” 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 in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherSponsor, except with the permission of the Fund or the Distributor Sponsor or the designee of either. 4.3 The Fund and the DistributorFund, Sponsor, Distributor or the their designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), or an Account is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The Fund Fund, the Distributor and the Distributor Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Insurance Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts Variable Insurance Products or each Account, prior to or contemporaneously with the Accountfiling of such 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 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 Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the prospectus for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus in an orderly manner. 4.9 For purposes of this Article IV, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 6 contracts

Sources: Participation Agreement (Tflic Separate Account B), Participation Agreement (Separate Account 3 of Axa Equitable Life Insurance Co), Participation Agreement (Separate Account Va Dd)

Sales Material and Information. 4.1 The Company 4.1. Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer develops or proposes to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer. 4.2 The Company 4.2. Insurer shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the written permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Adviser shall furnish, or shall cause to be furnished, to the Company or its designeeInsurer, a copy of each piece of sales literature or other promotional material in which the Company Insurer and/or its Account(sseparate account(s), is named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee Insurer objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company Insurer or concerning Insurer, the Company, an Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurer or its designeedesigee, except with the permission of the CompanyInsurer. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurer at least one complete copy of all any registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the Company 4.6. Insurer will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional InformationSAIs, 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, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase "sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 5 contracts

Sources: Fund Participation Agreement (Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Co of New York)), Fund Participation Agreement (Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Company)), Fund Participation Agreement (Variable Annuity-8 Series Account (Of Great-West Life & Annuity Insurance Co of New York))

Sales Material and Information. 4.1 6.1. 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 in which the Fund or its investment adviser or agrees that neither it nor any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material affiliates shall be used if the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and/or by the Distributor or the designee of eitherits designee, except with the prior permission of the Fund or its designee and/or the Distributor or its designee. The Parties agree that total return information of the designee of either. 4.3 The Fund and its Series derived from the prospectus or Registration Statement of the Fund or from reports provided by the Fund or the Adviser, Distributor to the Company may be used by the Company in connection with the sale of the Variable Contracts without prior approval of the Fund or the Distributor, or their designees, and the Company shall be responsible for using such information in conformity with the information it is provided. 6.2. Neither the Fund nor the Distributor nor the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of use any sales literature or other promotional material in which the Company and/or or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” without the prior to its use. No such material shall be used if approval of the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialdesignee. 4.4 6.3. The Fund and the Distributor agree that each and the affiliates of each shall not give any information or make any representations on behalf of the Company or concerning the Company, an Accountthe Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee, except with the prior permission of the Company. 4.5 Upon request, the 6.4. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the 6.5. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the AccountSeparate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.6. For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 5 contracts

Sources: Fund Participation Agreement (Aul American Individual Unit Trust), Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Fund Participation Agreement (Aul American Unit Trust)

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 in which the Fund or its investment adviser or any of its underwriters the Adviser(s) is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts Variable Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Products, other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, which are relevant to the Company or the Variable Products. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in the AccountFund under the Variable Products. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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.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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 5 contracts

Sources: Participation Agreement (Vel Account of Allmerica Financial Life Insurance & Ann Co), Participation Agreement (Fulcrum Separate Account of First Allmerica Fin Life Ins Co), Participation Agreement (Fulcrum Separate Account Allmerica Fin Life Ins & Annuity Co)

Sales Material and Information. 4.1 2.1 The Company shall furnish, or shall cause to be furnished, furnish to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters is named, named at least fifteen (15) “Business Days” ten business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “Business Days” five business days after receipt of such material. 4.2 2.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund sharesinterests, as such registration statement and Prospectus documents 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 the Distributor or the designee of eitherFund, except with the permission of the Fund or the Distributor or the designee of eitherFund. 4.3 2.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), or the Separate Account is named at least fifteen (15) “Business Days” ten business days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” five business days after receipt of such material. 4.4 2.4 The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, an the Separate Account, or the Contracts other than the information or representations contained in a the registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each 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 designeeCompany, except with the permission of the Company. 4.5 Upon request, the 2.5 The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above that relate to the Fund or its interests, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 2.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Separate Account, contemporaneously with the filing of such documents with the Securities and Exchange Commission or other regulatory authorities. 4.7 2.7 For purposes of this Article IVII, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder interest holder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 5 contracts

Sources: Fund Participation Agreement (JNL Variable Fund v LLC), Fund Participation Agreement (Jnlny Variable Fund Ii LLC), Fund Participation Agreement (JNL Variable Fund LLC)

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 or distributes and in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund or the Distributor Underwriter or the designee of eithersuch party. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named or its logo used at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material.. Except as otherwise expressly provided in this Agreement, neither the Fund nor any of its affiliates shall use any trademark, trade name, service ▇▇▇▇ or logo of the Company or the Adviser, or any of their affiliates, or any variation of such trademark, trade name, service ▇▇▇▇ or logo, without the prior written consent of the Company or the Adviser, as applicable, the granting of which shall be at that party’s sole option and subject to such quality control and other specifications and requirements as the Company or Adviser, as applicable, shall specify 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus (which shall include an offering memorandum, if any) or prospectus Statement of Additional Information for the Contracts, as such registration statement and statement, prospectus or Statement of Additional Information may be amended or supplemented from time to time, or in published reports for 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 Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses or offering memoranda, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, prospectusesDisclosure Documents, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials materials., and any other material constituting sales literature communications distributed or advertising under made generally available with regard to the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderFund.

Appears in 5 contracts

Sources: Participation Agreement (Separate Account a of Pacific Life & Annuity Co), Participation Agreement (Separate Account a of Pacific Life & Annuity Co), Participation Agreement (Separate Account a of Pacific Life & Annuity Co)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregistered representatives.

Appears in 5 contracts

Sources: Participation Agreement (Protective COLI VUL), Participation Agreement (Thrivent Variable Annuity Account I), Participation Agreement (Delaware Life Variable Account F)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregistered representatives.

Appears in 5 contracts

Sources: Participation Agreement (Allstate Life Insurance Co Separate Account A), Participation Agreement (Usl Separate Account Usl Vl-R), Participation Agreement (Allstate Life of New York 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 in which the Fund or its investment adviser or any of its underwriters underwriter is named, at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “"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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its their designee, each piece of sales literature or other promotional material in which the Company and/or its their Account(s), is named at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Company or its their designee objects object to such use within fifteen (15) “"Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 their designee, except with the permission of the Company. 4.5 Upon requestIn the event a document is not publicly available and upon request by the Company, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon requestIn the event a document is not publicly available and upon request by the Fund, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Fund and to Contracts or the Account. 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 materials 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 5 contracts

Sources: Participation Agreement (First Metlife Investors Variable Annuity Account One), Participation Agreement (Metlife Investors Usa Separate Account A), Participation Agreement (First Metlife Investors Variable Annuity Account One)

Sales Material and Information. 4.1 5.1 The Company shall will furnish, or shall will cause to be furnished, to the Fund or its designeethe Adviser, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Adviser is named, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall will be used if the Fund or its designee the Adviser reasonably objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.2 5.2 The Company shall will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement statement, prospectus and Prospectus SAI 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 the Distributor Adviser for distribution, or in sales literature or other material provided by the designee of eitherFund or by the Adviser, except with the permission of the Fund or the Distributor or the designee of either. 4.3 Adviser. The Fund and the Distributor, Adviser agree to respond to any request for approval on a prompt and timely basis. 5.3 The Fund or the designee of either shall Adviser will furnish, or shall will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)separate account is named, is named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall will be used if the Company or its designee reasonably objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 5.4 The Fund and the Distributor shall Adviser will not give any information or make any representations or statements on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement statement, prospectus and prospectus SAI may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved provided by the Company or its designeeCompany, 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 Upon request, the 5.5 The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationSAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after filing of each such document with the Commission or the NASD. 4.6 Upon request, the 5.6 The Company will provide to the Fund at least one complete copy of all registration statements, definitive prospectuses, Statements of Additional Informationdefinitive SAI, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of each such document with the Commission or the NASD (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.) In addition, the Company will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund. 4.7 5.7 For purposes of this Article IVV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), 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, statements of additional informationSAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1933 Act or the 1940 Act. 5.8 The Investment Company, the 1933 ActAdviser and the Distributor hereby consent to the Insurance Company's use of the names of the INVESCO, AMVESCAP and INVESCO Funds Group, Inc. as well as the names of the Designated Funds set forth in Schedule B of this Agreement, in connection with marketing the Contracts, subject to the terms of Sections 5.1 of this Agreement. Insurance Company acknowledges and agrees that Adviser and Distributor and/or their affiliates own all right, title and interest in an to the name INVESCO and the INVESCO open circle design, and covenants not, at any time, to challenge the rights of Adviser and Distributor and/or their affiliates to such name or design, or rules thereunderthe validity or distinctiveness thereof. The Investment Company, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service ▇▇▇▇ or logo used by the Investment Company, the Adviser and the Distributor, subject to the Investment Company's, the Adviser's and/or the Distributor's approval of such use and in accordance with reasonable requirements of the Investment Company, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. Adviser or Distributor may withdraw this consent as to any particular use of any such name or identifying marks at any time (i) upon Adviser's or Distributor's reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of Adviser, Distributor or such Funds or (ii) if no investment company, or series or class of shares of any investment company advised by Adviser or distributed by Distributor continues to be offered through variable insurance contracts issued by Insurance Company; provided however, that Adviser or Distributor may, in eithers individual discretion, continue to use materials prepared or printed prior to the withdrawal of such authorization. The Insurance Company agrees and acknowledges that all use of any designation comprised in whole or in part of the name, trademark, trade name, service ▇▇▇▇ and logo under this Agreement shall inure to the benefit of the Investment Company, Adviser and/or the Distributor. 5.9 The Fund, the Adviser, the Distributor and the Company agree to adopt and implement procedures reasonably designed to ensure that information concerning the Company, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts is properly marked as "Not For Use With The Public" and that such information is only so used.

Appears in 4 contracts

Sources: Fund Participation Agreement (Sun Life of Canada U S Variable Account I), Fund Participation Agreement (Invesco Variable Investment Funds Inc), Fund Participation Agreement (Invesco Variable Investment Funds Inc)

Sales Material and Information. 4.1 4.1. The Company Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen (15) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen ten (1510) Business Days” Days after receipt of such material. 4.2 4.2. The Company Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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, Distributor, Adviser, or the Distributor or the their designee of either, except with the permission of the Fund Fund, Distributor, Adviser, or the Distributor or the designee of eithertheir designee. 4.3 4.3. The Fund and Fund, the Distributor, the Adviser, or the their designee of either shall furnish, or shall cause to be furnished, to the Company or its designeeThe Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Company Insurance Parties and/or its Account(s), is their separate account(s) are named at least fifteen (15) Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects Insurance Parties object to such use within fifteen ten (1510) Business Days” Days after receipt of such material. 4.4 4.4. The Fund and Fund, the Distributor Distributor, the Adviser, or their designee shall not give any information or make any representations on behalf of the Company Insurance Parties or concerning the CompanyInsurance Parties, an Accountthe Accounts, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurance Parties or its their designee, except with the permission of the CompanyInsurance Parties. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurance Parties at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the Company 4.6. The Insurance Parties will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccounts, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VII, the phrase "sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 4 contracts

Sources: Fund Participation Agreement (Variable Annuity-2 Series Account), Fund Participation Agreement (Variable Annuity-2 Series Account), Fund Participation Agreement (Variable Annuity-2 Series 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 or distributes and in which the Fund Fund, the Adviser-or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund or the Distributor Underwriter or the designee of eithersuch party. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named or its logo used at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material.. Except as otherwise expressly provided in this Agreement, neither the Fund nor any of its affiliates shall use any trademark, trade name, service ▇▇▇▇ or logo of the Company or the Adviser, or any of their affiliates, or any variation of such trademark, trade name, service ▇▇▇▇ or logo, without the prior written consent of the Company or the Adviser, as applicable, the granting of which shall be at that party’s sole option and subject to such quality control and other specifications and requirements as the Company or Adviser, as applicable, shall specify 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus (which shall include an offering memorandum, if any) or prospectus Statement of Additional Information for the Contracts, as such registration statement and statement, prospectus or Statement of Additional Information may be amended or supplemented from time to time, or in published reports for 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 Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses or offering memoranda, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, prospectusesDisclosure Documents, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials materials, and any other material constituting sales literature communications distributed or advertising under made generally available with regard to the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderFund.

Appears in 4 contracts

Sources: Participation Agreement (Separate Account a of Pacific Life Insurance Co), Participation Agreement (Separate Account a of Pacific Life Insurance Co), Participation Agreement (Separate Account a of Pacific Life Insurance Co)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Adviser or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Adviser(s) is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts Variable Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Products, other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, which are relevant to the Company or the Variable Products. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in the AccountFund under the Variable Products. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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.I.E., any written or electronic 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 4 contracts

Sources: Participation Agreement (Separate Account Fuvul of Allmerica Finan Life Ins & Annu Co), Participation Agreement (Fulcrum Separate Account of First Allmerica Fin Life Ins Co), Participation Agreement (Fulcrum Separate Account Allmerica Fin Life Ins & Annuity Co)

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 or distributes and in which the Fund Fund, the Adviser-or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund or the Distributor Underwriter or the designee of eithersuch party. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named or its logo used at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material.. Except as otherwise expressly provided in this Agreement, neither the Fund nor any of its affiliates shall use any trademark, trade name, service m▇▇▇ or logo of the Company or the Adviser, or any of their affiliates, or any variation of such trademark, trade name, service m▇▇▇ or logo, without the prior written consent of the Company or the Adviser, as applicable, the granting of which shall be at that party’s sole option and subject to such quality control and other specifications and requirements as the Company or Adviser, as applicable, shall specify 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus (which shall include an offering memorandum, if any) or prospectus Statement of Additional Information for the Contracts, as such registration statement and statement, prospectus or Statement of Additional Information may be amended or supplemented from time to time, or in published reports for 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 Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses or offering memoranda, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, prospectusesDisclosure Documents, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials materials, and any other material constituting sales literature communications distributed or advertising under made generally available with regard to the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderFund.

Appears in 4 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 5.1 The Company shall will furnish, or shall will cause to be furnished, to the Fund or its designeethe Adviser, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Adviser is named, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall will be used if the Fund or its designee the Adviser reasonably objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.2 5.2 The Company shall will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement statement, prospectus and Prospectus SAI 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 the Distributor Adviser for distribution, or in sales literature or other material provided by the designee of eitherFund or by the Adviser, except with the permission of the Fund or the Distributor or the designee of either. 4.3 Adviser. The Fund and the Distributor, Adviser agree to respond to any request for approval on a prompt and timely basis. 5.3 The Fund or the designee of either shall Adviser will furnish, or shall will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)separate account is named, is named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall will be used if the Company or its designee reasonably objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 5.4 The Fund and the Distributor shall Adviser will not give any information or make any representations or statements on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement statement, prospectus and prospectus SAI may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved provided by the Company or its designeeCompany, 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 Upon request, the 5.5 The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationSAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after filing of each such document with the Commission or the NASD. 4.6 Upon request, the 5.6 The Company will provide to the Fund at least one complete copy of all registration statements, definitive prospectuses, Statements of Additional Informationdefinitive SAI, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of each such document with the Commission or the NASD (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.) In addition, the Company will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund. 4.7 5.7 For purposes of this Article IVV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), 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, statements of additional informationSAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1933 Act or the 1940 Act. 5.8 The Investment Company, the 1933 ActAdviser and the Distributor hereby consent to the Company's use of the names of the INVESCO, AMVESCAP and INVESCO Funds Group, Inc. as well as the names of the Designated Funds set forth in Schedule B of this Agreement, in connection with marketing the Contracts, subject to the terms of Sections 5.1 of this Agreement. The Company acknowledges and agrees that Adviser and Distributor and/or their affiliates own all right, title and interest in and to the name INVESCO and the INVESCO open circle design, and covenants not, at any time, to challenge the rights of Adviser and Distributor and/or their affiliates to such name or design, or rules thereunderthe validity or distinctiveness thereof. The Investment Company, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service ▇▇▇▇ or logo used by the Investment Company, the Adviser and the Distributor, subject to the Investment Company's, the Adviser's and/or the Distributor's approval of such use and in accordance with reasonable requirements of the Investment Company, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. Adviser or Distributor may withdraw this consent as to any particular use of any such name or identifying marks at any time (i) upon Adviser's or Distributor's reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of Adviser, Distributor or such Funds or (ii) if no investment company, or series or class of shares of any investment company advised by Adviser or distributed by Distributor continues to be offered through variable insurance contracts issued by Insurance Company; provided however, that Adviser or Distributor may, in either's individual discretion, continue to use materials prepared or printed prior to the withdrawal of such authorization. The Company agrees and acknowledges that all use of any designation comprised in whole or in part of the name, trademark, trade name, service ▇▇▇▇ and logo under this Agreement shall inure to the benefit of the Investment Company, Adviser and/or the Distributor. 5.9 The Fund, the Adviser, the Distributor and the Company agree to adopt and implement procedures reasonably designed to ensure that information concerning the Company, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts is properly marked as "Not For Use With The Public" and that such information is only so used.

Appears in 4 contracts

Sources: Fund Participation Agreement (Sage Variable Annuity Account A), Fund Participation Agreement (Invesco Variable Investment Funds Inc), Fund Participation Agreement (Invesco Variable Investment Funds Inc)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, the form of each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “eight Business Days” Days prior to its use. The Fund will review such material within five Business Days. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “five Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in or accurately derived from the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “eight Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in or accurately derived from a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities, or if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 3 contracts

Sources: Participation Agreement (Fkla Variable Annuity Separate Account), Participation Agreement (Fkla Variable Annuity Separate Account), Participation Agreement (Fkla 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) "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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) "Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 3 contracts

Sources: Participation Agreement (Metropolitan Life Separate Account UL), Participation Agreement (Metlife of Ct Fund Ul Iii for Variable Life Insurance), Participation Agreement (Lincoln Life Variable Annuity Account N)

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 in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. The 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, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Adviser, the Underwriter, or its designee so object. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and Fund, the DistributorUnderwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. Notwithstanding that the Company did not initially object, the Company reserves the right to object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used thereafter if the Company so objects. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements 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 Fund or its shares, contemporaneously with the filing of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials 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 material constituting sales literature change in the Fund's registration statement or advertising under prospectus, particularly any change resulting in a change to the FINRA rules, registration statement or prospectus for any Account. The Fund will work with the 1940 Act, Company so as to enable the 1933 ActCompany to solicit proxies from Contract owners, or rules thereunderto make changes to its registration statement a 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.

Appears in 3 contracts

Sources: Participation Agreement (Ayco Series Trust), 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use4.1. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.2 The Company American General shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust in connection with its receipt of net premiums in connection with the sale of the American General Contracts other than the information or representations contained in or accurately derived from the registration statement Registration Statement, prospectus or Prospectus Statement of Additional Information for the Fund sharesTrust, as such registration statement and Prospectus Registration Statement, prospectus or Statement 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund Trust or its designees. 4.2. The Trust or the Distributor or the designee of either. 4.3 The Fund and the DistributorDistributors, or the designee of either their respective designees, shall furnish, or shall cause to be furnished, to the Company American General or its designeedesignees, the form of each piece of sales literature or other promotional material in which the Company and/or its Account(s), American General is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company American General or its designee objects designees reasonably object to such its use within fifteen (15) “Business Days” after receipt of such material. 4.4 4.3. The Fund Trust and the Distributor Distributors shall not give any information or make any representations on behalf of the Company American General or concerning American General, the Company, an Account, or the American General Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented accurately derived from time to time, or in published reports for each the Account which are in the public domain or approved by the Company American General for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeContractowners, except with the permission of the CompanyAmerican General. 4.5 Upon request, the Fund will 4.4. The Trust shall provide to the Company American General at least one complete copy of all registration statementsRegistration Statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Trust or its shares, contemporaneously with the filing of such document with the SEC, the NASD, or other regulatory authorities. 4.6 Upon request, the Company will 4.5. American General shall provide to the Fund Trust at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate to the American General Contracts or the AccountAccount if such document also relates to the Trust, contemporaneously with the filing of such document with the SEC, the NASD, or other regulatory authorities. 4.7 4.6. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Trust or any affiliate of the Trust: advertisements (such as including materials published, published or designed for use, use in a newspaper, magazine, or other periodical, radio, television, telephone or tape or electronic recording, videotape display, signs or billboards, motion pictures, electronic messages or communications or other public media, including a publicly available internet address or website), 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 articlearticle or internet site or website), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials. However, it is anticipated that materials provided solely: (a) internally to American General's or a Distributor's own employees or counsel; or (b) to certain designated third parties and that are not designed to be provided or communicated in any other material constituting sales literature manner to the general public (e.g., training materials provided to distributors or advertising under agents) will not be filed with the FINRA rulesSEC, the 1940 Act, the 1933 ActNASD, or rules thereunderany state securities or insurance regulatory authorities, although such materials will be prepared in accordance with applicable laws.

Appears in 3 contracts

Sources: Participation Agreement (Agl Separate Account Vul), Participation Agreement (Axa Premier Vip Trust), Participation Agreement (Agl Separate Account Vul)

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 in which the Fund or its investment adviser or any of its underwriters the Adviser(s) is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts Variable Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Products, other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, which are relevant to the Company or the Variable Products. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in the AccountFund under the Variable Products. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 3 contracts

Sources: Participation Agreement (Fulcrum Separate Account Allmerica Fin Life Ins & Annuity Co), Participation Agreement (Fulcrum Separate Account of First Allmerica Fin Life Ins Co), Participation Agreement (Fulcrum Variable Life Sep Acct of Allmerica Fin Life Ins &An)

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 in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. The 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, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Adviser, the Underwriter, or its designee so object. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and Fund, the DistributorUnderwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. Notwithstanding that the Company did not initially object, the Company reserves the right to object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used thereafter if the Company so objects. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements 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 Fund or its shares, contemporaneously with the filing of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials 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 material constituting sales literature change in the Fund's registration statement or advertising under prospectus, particularly any change resulting in a change to the FINRA rules, registration statement or prospectus for any Account. The Fund will work with the 1940 Act, Company so as to enable the 1933 ActCompany to solicit proxies from Contract owners, or rules thereunderto make changes to its registration statement a 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.

Appears in 3 contracts

Sources: Participation Agreement (Variable Annuity Life Insurance Co Separate Account A), Participation Agreement (Variable Annuity Life Insurance Co Separate Account A), Participation Agreement (Ag Separate Account A)

Sales Material and Information. 4.1 6.1. 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 in which the Fund (or any Series thereof) or its investment adviser or any of its underwriters the Distributor is named, at least fifteen (15) “Business Days” prior to its use. No and no such sales literature or other promotional material shall be used if without the approval of the Fund and the Distributor or its the designee objects to such use within fifteen (15) “Business Days” after receipt of such materialeither. 4.2 6.2. The Company 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund' or its designee and the Distributor or its designee. 6.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)Separate Accounts are named, is named at least fifteen (15) “Business Days” prior to its use. No and no such material shall be used if without the approval of the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialdesignee. 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 or concerning the Company, an Accountthe Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 Upon request, the 6.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationInformation in electronic format, and reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, and all amendments and supplements to any of the aboveabove in such format as the Fund deems most appropriate, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 6.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the AccountSeparate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7. For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.i.

Appears in 3 contracts

Sources: Fund Participation Agreement (Aul American Unit Trust), Fund Participation Agreement (Aul American Individual Variable Annuity Unit Trust), Fund Participation Agreement (Aul American Individual Variable Life Unit Trust)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 15 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 15 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, or other public media), sales literature, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 3 contracts

Sources: Fund Participation Agreement (Sep Acct Va K Execannuity of Allmerica Fin Lfe Ins & Ann Co), Fund Participation Agreement (Separate Acct Va K of First Allmerica Financial Life Ins Co), Fund Participation Agreement (Separate Account Fuvul of Allmerica Finan Life Ins & Annu Co)

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 or distributes and in which the Fund Fund, the Adviser-or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund or the Distributor Underwriter or the designee of eithersuch party. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named or its logo used at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material.. Except as otherwise expressly provided in this Agreement, neither the Fund nor any of its affiliates shall use any trademark, trade name, service mark or logo of the Company or the Adviser, or any of their affiliates, or any variation of such trademark, trade name, service mark or logo, without the prior written consent of the Company or the Adviser, as applicable, the granting of which shall be at that party’s sole option and subject to such quality control and other specifications and requirements as the Company or Adviser, as applicable, shall specify 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus (which shall include an offering memorandum, if any) or prospectus Statement of Additional Information for the Contracts, as such registration statement and statement, prospectus or Statement of Additional Information may be amended or supplemented from time to time, or in published reports for 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 Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses or offering memoranda, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, prospectusesDisclosure Documents, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials materials, and any other material constituting sales literature communications distributed or advertising under made generally available with regard to the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderFund.

Appears in 3 contracts

Sources: Participation Agreement (Separate Account a of Pacific Life & Annuity Co), Participation Agreement (Separate Account a of Pacific Life & Annuity Co), Participation Agreement (Separate Account a of Pacific Life Insurance 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen ten (1510) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 The Fund and the Distributor, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15ten ( l 0) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are arc 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the an Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 l 933 Act, or rules thereunder.

Appears in 3 contracts

Sources: Participation Agreement (Guardian Separate Account R), Participation Agreement (Guardian Separate Account R), Participation Agreement (Guardian Separate Account R)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, the form of each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “eight Business Days” Days prior to its use. The Fund will review such material within five Business Days. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “five Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in or accurately derived from the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “eight Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in or accurately derived from a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities, or if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 3 contracts

Sources: Participation Agreement (Chase Variable Annuity Separate Account), Participation Agreement (Chase Variable Annuity Separate Account), Participation Agreement (Chase Variable Annuity Separate 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, the form of each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “eight Business Days” Days prior to its use. The Fund will review such material within five Business Days. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “five Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in or accurately derived from the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “eight Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in or accurately derived from a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 2 contracts

Sources: Participation Agreement (Fkla Variable Separate Account), Participation Agreement (Fkla Variable 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) "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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) "Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as <PAGE> such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.. <PAGE>

Appears in 2 contracts

Sources: Participation Agreement (Lincoln Life Flexible Premium Variable Life Account S), Participation Agreement (Lincoln Life Flexible Premium Variable Life Account M)

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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen 5.1. (15a) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.2 The Company shall not give disclose any information or make any representations or statements on behalf of the relating to a Fund or concerning the Fund Portfolio in connection with the sale of the Contracts other than the information information, representations or representations statements contained in the registration statement statement, including a Fund's Prospectus or Prospectus for the Fund sharesSAI, as such registration statement and Prospectus the same may be amended or supplemented from time to time, or . This provision shall not apply to internal meetings about the Accounts' investment in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of eitherPortfolios. 4.3 (b) The Fund and the Distributor, or the designee of either Company shall furnish, or shall cause to be furnished, to the Company or its designeeeach Fund, as applicable, prior to use each piece of sales literature or other promotional material prepared by the Company in which a Fund, the Company Distributor, the Adviser and/or its Account(s), any of their respective affiliates is named at least fifteen (15) “Business Days” prior to its usedescribed. No such material shall sales literature or advertising will be used if the Company or its designee Fund reasonably objects to such its use within fifteen ten (1510) Business Days” after Days following receipt of such materialby the Company. 4.4 (c) The Fund Company is hereby granted a non-exclusive, royalty-free, U.S. license to use, print, broadcast and otherwise display in any print or electronic medium with respect to the annuity Contracts, the Fund's or the Distributor's service marks, trade names and logos solely with respect to such sales literature or other promotional material created and published by the Company with respect to the Contracts. (a) Each Fund, the Distributor and the Distributor Adviser shall not give disclose any information or make any representations on behalf of relating to the Company or concerning the Company, an Accountthe Accounts, or the Contracts in connection with the Accounts' investment in the Portfolios other than the information or representations or statements contained in a registration statement statement, including the prospectus or prospectus SAI, for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time. This provision shall not apply to internal meetings about the Accounts' investment in the Portfolios. (b) Each Fund, the Distributor and the Adviser shall furnish, or in published reports for each Account which are in the public domain or approved by cause to be furnished, to the Company for distribution prior to Contract owners, or in use each piece of sales literature or other promotional material approved prepared by the Company or its designee, except with the permission of the Company. 4.5 Upon requestFund, the Fund will provide to Distributor and the Adviser in which the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to and/or any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy affiliates is described. No piece of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 For purposes of this Article IV, the phrase “such sales literature or other promotional material” includesmaterial shall be used by the Fund, but is the Distributor and the Adviser without the prior approval of the Company, which approval will not limited tobe unreasonably withheld. The Company agrees that it will use its best efforts to respond promptly to any request by a Fund, advertisements (such as materials 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 the Distributor 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderAdviser for such prior approval.

Appears in 2 contracts

Sources: Fund Participation Agreement (Lincoln Life Variable Annuity Account N), Fund Participation Agreement (Lincoln New York Account N for Variable Annuities)

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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA National Association of Securities Dealers, Inc. (the “NASD”) rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: 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 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 in which the Fund Fund, the Underwriter or its investment adviser or any of its underwriters the Adviser is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects in writing to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund sharesFund, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor or the designee of eitherits designee. The Fund agrees to respond to any request for approval on a prompt and timely basis. 4.3 4.3. The Fund and Fund, the Distributor, Underwriter or the their designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects in writing to such use within fifteen (15) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly following the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts or each Account, promptly following the Accountfiling of such document with the SEC or other regulatory authorities; and, if a Contract and its associated Account are exempt from registration, the equivalents to the above. 4.7 4.7. For purposes of this Article IVAgreement, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials published, material published or designed for use, use 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (Protective NY COLI VUL), Participation Agreement (Protective COLI VUL)

Sales Material and Information. 4.1 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 prepared by the Company or any person contracting with the Company in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund Fund, the Adviser, the Underwriter or its their designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.2 The 4.2. Neither the Company nor any person contracting with the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund sharesprospectus, as such registration statement and Prospectus or Fund prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 4.3. The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Fund in which the Company and/or or its Account(s)Accounts, is are named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The 4.4. Neither the Fund and nor the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and or prospectus may be amended or supplemented from time to time, or in published reports or solicitations for voting instruction for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in an Account or Contract, contemporaneously with the Accountfiling of such document with the Securities and Exchange Commission or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following: advertisements (such as materials material published, or designed for useuse in, 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.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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 2 contracts

Sources: Participation Agreement (Separate Account Ii of Integrity Life Insurance Co), Participation Agreement (Separate Account Ii of Integrity Life Insurance 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 in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. The 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, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Adviser, the Underwriter, or its designee so object. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and Fund, the DistributorUnderwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. Notwithstanding that the Company did not initially object, the Company reserves the right to object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used thereafter if the Company so objects. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements 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 Fund or its shares, contemporaneously with the filing of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials 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 material constituting sales literature change in the Fund's registration statement or advertising under prospectus, particularly any change resulting in a change to the FINRA rules, registration statement or prospectus for any Account. The Fund will work with the 1940 Act, Company so as to enable the 1933 ActCompany to solicit proxies from Contract owners, or rules thereunderto make changes to its registration statement a 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.

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 parties agree that the relevant provisions of the Master Agreement shall furnishgovern the development, or shall cause to be furnished, to the Fund or its designee, each piece distribution and use of all sales literature or and other promotional material in which relating to the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if Variable Insurance Products by the Fund or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialCompany and the Sponsor. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherSponsor, except with the permission of the Fund or the Distributor Sponsor or the designee of either. 4.3 The Fund Fund, the Distributor and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.4 The Fund and the Distributor Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement or prospectus for the ContractsVariable Insurance Products, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.4 The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.5 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptionsexemption, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts Variable Insurance Products or each Account, prior to or contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 4.6 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 the other party with a copy of relevant portions of any "deficiency letter" or other correspondence or written report regarding any such examination. 4.7 The Fund and the Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the prospectus for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus in an orderly manner. 4.8 For purposes of this Article IV, the phrase "sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 2 contracts

Sources: Participation Agreement (Variable Account B American Intl Life Assur Co of New York), Participation Agreement (Variable Account Ii Aig Life Insurance Co)

Sales Material and Information. 4.1 4.1. The Company Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Portfolio thereof), its investment adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.2 4.2. The Company Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Distributor or the designee of eitherDistributor, except with the permission of the Fund or Distributor. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designeeThe Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Company Insurance Parties and/or its Account(s), is their separate account(s) are named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects Insurance Parties object to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company Insurance Parties or concerning the CompanyInsurance Parties, an Accountthe Accounts, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurance Parties or its their designee, except with the permission of the CompanyInsurance Parties. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurance Parties at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), after the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the Company 4.6. The Insurance Parties will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccounts, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any Party to this Agreement, each other Party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany Party’s obligations under this Agreement.

Appears in 2 contracts

Sources: Fund Participation Agreement (Variable Annuity-2 Series Account), Fund Participation Agreement (Variable Annuity-2 Series 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 in which the Fund or its investment adviser or any of its underwriters underwriter is named, at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “"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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its their designee, each piece of sales literature or other promotional material in which the Company and/or its their Account(s), is named at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Company or its their designee objects object to such use within fifteen (15) “"Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 their designee, except with the permission of the Company. 4.5 Upon requestIn the event a document is not publicly available and upon request by THE Company, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon requestIn the event a document is not publicly available and upon request by the Fund, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Fund and to Contracts or the Account. 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 materials 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (First Metlife Investors Variable Annuity Account One), Participation Agreement (Metlife Investors Usa Separate Account A)

Sales Material and Information. 4.1 The Company 4.1. Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer develops or proposes to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer. 4.2 The Company 4.2. Insurer shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the written permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Adviser shall furnish, or shall cause to be furnished, to the Company or its designeeInsurer, a copy of each piece of sales literature or other promotional material in which the Company Insurer and/or its Account(sseparate account(s), is named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee Insurer objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company Insurer or concerning Insurer, the Company, an Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurer or its designeedesigee, except with the permission of the CompanyInsurer. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurer at least one complete copy of all any registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the Company 4.6. Insurer will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional InformationSAIs, 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, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party’s obligations under this Agreement.

Appears in 2 contracts

Sources: Fund Participation Agreement (COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Co of New York), Fund Participation Agreement (Coli Vul 2 Series Account)

Sales Material and Information. 4.1 6.1 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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, at least fifteen (15) “Business Days” prior to its use. No and no such sales literature or other promotional material shall be used if without the approval of the Fund and the Distributor or its the designee objects to such use within fifteen (15) “Business Days” after receipt of such materialeither. 4.2 6.2 The Company 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)Separate accounts are named, is named at least fifteen (15) “Business Days” prior to its use. No and no such material shall be used if without the approval of the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialdesignee. 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 or concerning the Company, an Accountthe Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 Upon request, the 6.5 The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the 6.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the AccountSeparate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Fund Participation Agreement (Pacific Select Exec Separate Acct of Pm Gp Life Insurance Co), Fund Participation Agreement (Separate Account a of Pm Group Life Insurance Co)

Sales Material and Information. 4.1 The Without limiting the scope or effect of Section 4.2 hereof, each 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.2 The Neither Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the each Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the a Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the a Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the a Company or concerning the such Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Companysuch Company or as is required by law. 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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 agents, registered representatives or employees, and registration statements, prospectuses, statements of additional information, shareholder reports, reports and proxy materials materials, and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, Act or the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account), Participation Agreement (Pruco Life Variable Universal 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen ten (1510) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 The Fund and the Distributor, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen ten (1510) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the an Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (Guardian Variable Products Trust), Participation Agreement (Guardian Variable Products Trust)

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 in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 2 contracts

Sources: Participation Agreement (Paragon Life Insurance Co Separate Account D), Participation Agreement (Paragon Life Insurance Co Separate Account D)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, or other public media), sales literature, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Fund Participation Agreement (Separate Account Iii of Integrity Life Insurance Co), Fund Participation Agreement (Separate Account Ii of Integrity Life Insurance 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) "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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) "Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA National Association of Securities Dealers, Inc. (the "NASD") rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (Genworth Life & Annuity VA Separate Account 1), Participation Agreement (Genworth Life of New York VA Separate Account 1)

Sales Material and Information. 4.1 4.1. The Insurance Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s)Company, a sub-adviser of one of the Funds, or INVESCO is named named, at least fifteen (15) “Business Days” calendar days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” ten calendar days after receipt of such material. 4.4 4.2. The Fund Insurance Company shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Company's shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Distributor Company, or in sales literature or other promotional material approved by the Company or its designee or by INVESCO, except with the permission of the Company or INVESCO. 4.3. The Company, INVESCO, or its designee shall furnish, or shall cause to be furnished, to the Insurance Company or its designee, each piece of sales literature or other promotional material in which the Insurance Company and/or its separate account(s), is named at least fifteen calendar days prior to its use. No such material shall be used if the Insurance Company or its designee objects to such use within ten calendar days after receipt of that material. 4.4. The Company and INVESCO shall not give any information or make any representations on behalf of the Insurance Company or concerning the Insurance Company, an the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement or prospectus of additional information for the Contracts, as such that registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in published reports for each 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 Upon request4.5. The 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 Fund 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, Statements statement of Additional Informationadditional 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 to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate relates to the Contracts or the Account, contemporaneously with the filing of the document with the Commission, the NASD, or other regulatory authorities. 4.7 4.7. For purposes of this Article IVAgreement, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials publishedadvertisements, 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, 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, statements of additional information, shareholder reports, and proxy materials 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 records, data and any other material constituting sales literature or advertising access to operating procedures that may be reasonably requested. Company agrees that Insurance Company shall have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the FINRA rulesrequirements of the California Insurance Department. However, Company and INVESCO shall own and control all of their respective records pertaining to their performance of the 1940 Act, the 1933 Act, or rules thereunderservices under this Agreement.

Appears in 2 contracts

Sources: Participation Agreement (Security Life Separate Account L1), Participation Agreement (Security Life Separate Account A1)

Sales Material and Information. 4.1 The Company shall furnish, or shall cause to be furnished, promptly provide the Fund with copies of any Contract holder complaints respecting the Contracts that relate to the Fund or its designeeto the Portfolios. 4.2 Except with the written consent of the Adviser, each piece of sales literature or other promotional material in which the Fund or its investment adviser DFAS, as appropriate, the Company shall not make any oral or any of its underwriters is namedwritten material representations concerning the Adviser, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if DFAS, the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts Portfolios, other than the information or representations contained in the in: (a) a registration statement or Prospectus prospectus for the Fund sharesFund, as such registration statement and Prospectus may be amended or supplemented from time to time, or in ; (b) published reports or proxy statements for of the Fund which are in the public domain or are approved by the Fund, ; or in (c) sales literature or other promotional material approved by of the Fund. Notwithstanding the foregoing, this provision shall not be interpreted to prevent the Company from providing information about the Adviser, DFAS and the Fund or this Agreement to their Directors, regulators, accountants, legal counsel or otherwise in the Distributor or the designee ordinary course of either, except with the permission of the Fund or the Distributor or the designee of eithertheir business. 4.3 The Fund and Except with the Distributorwritten consent of the Company, the Adviser, DFAS, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.4 The Fund and the Distributor shall not give any information or make any material representations on behalf of the Company or concerning the Company, an Account, or the Contracts other than the information or representations contained in in: (a) a registration statement or prospectus offering memoranda for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in ; (b) published reports for each Account or statements of the Contracts or the Accounts which are in the public domain or are approved by the Company for distribution to Contract owners, or in Company; or (c) sales literature or other promotional material approved by of the Company. Notwithstanding the foregoing, this provision shall not be interpreted to prevent the Adviser, DFAS and the Fund from providing information about the Company or its designeethis Agreement to their Directors, except with regulators, accountants, legal counsel or otherwise in the permission ordinary course of their business. 4.4 No Party shall use any other Party's names, logos, trademarks or service marks, whether registered or unregistered, without the Companyprior written consent of such Party. 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements (including any current summary prospectus, if applicable, as such term is defined in Rule 498), statements of Additional Informationadditional 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 Portfolios or their shares, in final form as filed with the SEC. Notwithstanding the foregoing, the Fund or its sharesshall provide such documentation (including a final copy of the amended prospectus(es) of the Portfolios as set in type (including an 8 1/2" x 11" size camera-ready stat) at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year, at the Company's expense, to print and provide to the contract owners the current prospectus(es) for the Portfolios. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statementsoffering materials describing the Fund, prospectusesthe Portfolios and the Contracts, Statements of Additional Informationincluding application and investment election forms, sample illustrations, reports, solicitations for voting instructions, sales literature and any 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 and each Account. In the event any such documents are required to be filed with any regulatory authority or body, the AccountCompany shall provide such materials in final form as filed with such regulatory authority or body. The Company represents and warrants that the Contracts, registration statements, offering memoranda and any other filing in connection therewith with respect to the Accounts will not materially deviate from the form of such documents provided to the Fund. 4.7 For purposes of this Article IVSection 4, the phrase "sales literature or other promotional material” includes" shall be construed in accordance with all applicable securities laws and regulations. 4.8 To the extent required by applicable law, but is not limited to, advertisements (such as materials publishedincluding the administrative requirements of regulatory authorities, or designed for useas mutually agreed between the Company and DFAS, the Company reserves the right to modify any of the Contracts in any respect whatsoever. The Company reserves the right, in a newspaperits sole discretion, magazineto suspend the sale of any Contract, in whole or in part, or to accept or reject any application for the sale of a Contract. The Company agrees to notify the 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 Parties promptly upon the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts occurrence of any other advertisement, sales literature, event that the Company believes might necessitate a material modification or published article), educational or training materials or other communications distributed or made generally suspension. 4.9 The Parties agree to review the arrangements set forth herein from time to time for possible changes and will make their personnel reasonably available to some or all agents or employees, and registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderfor this purpose.

Appears in 2 contracts

Sources: Participation Agreement (First Symetra National Life Insurance Co of Ny Sep Acct S), Participation Agreement (Symetra Resource Variable Account B)

Sales Material and Information. 4.1 The 6.1. Each Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund (or any Series thereof) or its investment adviser advisers or any of its underwriters the Distributor is named, at least fifteen (15) “Business Days” prior to its use. No and no such sales literature or other promotional material shall be used if without the approval of the Fund and the Distributor or its the designee objects to such use within fifteen (15) “Business Days” after receipt of such materialeither. 4.2 The 6.2. Each Company 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee or the Distributor or its designee. 6.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause furnish to be furnished, to the each Company or its designee, each piece of sales literature or other promotional material in which the that Company and/or or its Account(s)Separate Accounts are named, is named at least fifteen (15) “Business Days” prior to its use. No and no such material shall be used if without the approval of that Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialdesignee. 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 a Company or concerning the that Company, an Accountits Separate Accounts, or the Variable Contracts issued by that Company, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, or in sales literature or other promotional material approved by the that Company or its designee, except with the permission of the that Company. 4.5 Upon request, the 6.5. The Fund will provide to the each Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the 6.6. Each Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by that Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by that Company or its Separate Accounts promptly after the Accountfiling of such document with the SEC or other regulatory authority. 4.7 6.7. For purposes of this Article IVVI, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Fund Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Fund Participation Agreement (Separate Account a of Pacific Life & Annuity Co)

Sales Material and Information. 4.1 4.1. The Insurance Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s)Company, a sub-adviser of one of the Funds, or INVESCO is named named, at least fifteen (15) “Business Days” calendar days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” ten calendar days after receipt of such material. 4.4 4.2. The Fund Insurance Company shall not give any information or make any representations or statements on behalf of the Company or concerning the Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for the Company's shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Distributor Company, or in sales literature or other promotional material approved by the Company or its designee or by INVESCO, except with the permission of the Company or INVESCO. 4.3. The Company, INVESCO, or its designee shall furnish, or shall cause to be furnished, to the Insurance Company or its designee, each piece of sales literature or other promotional material in which the Insurance Company and/or its separate account(s), is named at least fifteen calendar days prior to its use. No such material shall be used if the Insurance Company or its designee objects to such use within ten calendar days after receipt of that material. 4.4. The Company and INVESCO shall not give any information or make any representations on behalf of the Insurance Company or concerning the Insurance Company, an the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement or prospectus of additional information for the Contracts, as such that registration statement, prospectus and statement and prospectus of additional information may be amended or supplemented from time to time, or in published reports for each 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 Upon request4.5. The 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 Fund 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, Statements statement of Additional Informationadditional 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 to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate relates to the Contracts or the Account, contemporaneously with the filing of the document with the Commission, the NASD, or other regulatory authorities. 4.7 4.7. For purposes of this Article IVAgreement, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials publishedadvertisements, 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, 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, statements of additional information, shareholder reports, and proxy materials 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 records, data and any other material constituting sales literature or advertising access to operating procedures that may be reasonably requested. Company agrees that Insurance Company shall have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the FINRA rulesrequirements of the California Insurance Department. However, Company and INVESCO shall own and control all of their respective records pertaining to their performance of the 1940 Act, the 1933 Act, or rules thereunderservices under this Agreement.

Appears in 2 contracts

Sources: Participation Agreement (Invesco Variable Investment Funds Inc), Participation Agreement (Invesco Variable Investment Funds Inc)

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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) "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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) "Business Days" prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) "Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA National Association of Securities Dealers, Inc. (the "NASD") rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 2 contracts

Sources: Participation Agreement (Genworth Life of New York VL Separate Account 1), Participation Agreement (Genworth Life & Annuity VL Separate 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 in which the Fund or its investment adviser Investment Adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “ten Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus documents 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 or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an the Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, above that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts contracts or the Account, contemporaneously with the filing of such document with the Securities and Exchange Commission. 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 materials material published, or designed for useuse in, 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.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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 2 contracts

Sources: Participation Agreement (Lincoln Benefit Life Variable Life Account), Participation Agreement (Lincoln Benefit Life Variable Life Account)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregistered representatives.

Appears in 2 contracts

Sources: Participation Agreement (KILICO Variable Annuity Separate Account - 3), Participation Agreement (KILICO Variable Annuity Separate Account - 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen (15a) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.2 The Company Pruco shall not give disclose any information or make any representations or statements on behalf of the relating to a Fund or concerning the Fund Portfolio in connection with the sale of the Contracts other than the information information, representations or representations statements contained in the registration statement statement, including a Fund’s Prospectus or Prospectus for the Fund sharesSAI, as such registration statement and Prospectus 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 or a Fund, the Distributor or and/or the designee of eitherAdviser, except with the permission prior written consent of the Fund or the Fund, Distributor or the designee of eitherand/or Adviser, as applicable. 4.3 The Fund and the Distributor, or the designee of either (b) Pruco shall furnish, or shall cause to be furnished, to the Company or its designeeeach Fund, as applicable, prior to use each piece of sales literature or other promotional material (collectively, “material”) prepared by Pruco in which the Company and/or its Account(sa Fund (or a Portfolio), the Distributor, the Adviser and/or any of their respective affiliates is named or described at least fifteen (15) “Business Days” 5 business days prior to its use. No piece of such material shall be used by Pruco without the prior approval of the Fund, Distributor and/or Adviser, which approval will not be unreasonably withheld. No material will be used if the Company Fund, the Distributor or its designee the Adviser reasonably objects to such its use within fifteen (15) “Business Days” after 5 business days following receipt of such material. Each Fund, the Distributor and the Adviser each agree that it will use its best efforts to respond promptly to any request by Pruco for such prior approval. Notwithstanding the forgoing, Pruco may refer to a Fund or Portfolio as part of a list of mutual funds available under the Contracts without such prior approval or furnishing such material to the Fund, Distributor and/or the Adviser. Neither the Funds, Distributor or the Adviser will be responsible for errors or omissions in, or the content of, Pruco’s material except to the extent that the error or omission resulted from information provided by or on behalf of the Fund, Distributor or the Adviser. 4.4 The Fund (a) Each Fund, the Distributor and the Distributor Adviser shall not give disclose any information or make any representations on behalf of the Company Pruco or concerning Pruco, the Company, an AccountAccounts, or the Contracts other than the information or representations contained in a registration statement statement, including the prospectus or prospectus SAI, for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Pruco or its designeedesignees, except with the permission prior written consent of the CompanyPruco. 4.5 Upon request(b) Each Fund, the Fund will provide Distributor and the Adviser shall furnish, or cause to be furnished, to Pruco prior to use each piece of material prepared by the Company Fund, the Distributor and the Adviser in which Pruco and/or any of its affiliates are named or described at least one complete copy 5 business days prior to its use. No piece of all registration statementssuch material shall be used by the Fund, Prospectusesthe Distributor and the Adviser without the prior approval of Pruco, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments which approval will not be unreasonably withheld. Pruco agrees that it will use its best efforts to respond promptly to any of request by a Fund, the above, that relate to Distributor or the Fund or its sharesAdviser for such prior approval. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 5.3. For purposes of this Article IVV and Article IX, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions), information statements and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the 1▇▇▇ ▇▇▇. 5.4. At the request of any party to this Agreement, each other party will make available to the 1933 Actrequesting 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 rules thereunderany party’s obligations under this Agreement.

Appears in 2 contracts

Sources: Fund Participation Agreement (Hartford Series Fund Inc), Fund Participation Agreement (Hartford HLS Series Fund Ii Inc)

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 in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts investment in the Fund under the Contracts, contemporaneously with the filing of such document with the SEC or the Accountother regulatory authorities. 4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Penn Mutual Variable Annuity Account Iii)

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 in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a any registration statement statement, prospectus or prospectus offering materials for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. In the case of unregistered Contracts, in lieu of providing prospectuses and Statements of Additional Information, the Company shall provide the fund with one complete copy of the offering materials for the Contracts. 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 materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (General American Life Insurance Co Sep Acct Eleven)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission owners of the Company.such 4.5 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Fund Participation Agreement (First Safeco National Life Insurance Co of Ny Sep Acct S)

Sales Material and Information. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund Fund, HIFSCO or its their designee, each piece of sales literature or other promotional material prepared by the Company or any person contracting with the Company in which the Fund or its investment adviser or any of its underwriters HIFSCO is nameddescribed, at least fifteen (15) “ten Business Days” Days prior to its use. No such literature or material shall be used if without prior approval from the Fund Fund, HIFSCO or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialtheir designee. 4.2 The Neither the Company nor any person contracting with the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s)or any Separate Account is named, is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if without prior approval from the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialCompany. 4.4 The Neither the Fund and the Distributor nor HIFSCO shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Separate Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Separate Account which are in the public domain or approved by the Company for distribution to Contract ownersowners or participants, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company. 4.5 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statementsprospectuses, Prospectusesstatements of additional information, Statements of Additional Information, reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, promptly after the Company will provide to filing of such document with the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 For purposes of this Article IV, the phrase “sales literature SEC or other promotional material” includes, but is not limited to, advertisements (such as materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregulatory authorities.

Appears in 1 contract

Sources: Fund Participation Agreement (Hartford Life Insurance Co Separate Account 11)

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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen ten (1510) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen ten (1510) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)

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 in which the Fund or its investment adviser the Adviser or any of its underwriters the Underwriter is named, at least fifteen (15) Business Days” Days prior to its useuse or such shorter period to which the parties hereto may agree from time to time. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 Fund, by the Adviser, by the Underwriter or the Distributor or the designee of eithertheir respective designees, except with the prior written permission of the Fund Fund, the Adviser, the Underwriter or the Distributor or the designee of eithertheir respective designees. 4.3 4.3. The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen (15) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus any disclosure document for the Contracts, as such registration statement and prospectus disclosure document may be amended or supplemented from time to time, or in published reports for 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 prior written consent of the Company. In addition, all written materials prepared by the Fund or the Underwriter that contain information about or otherwise refer to the Contracts, the Accounts, or the Company shall be submitted by telecopy or overnight delivery to the Company for its prior written approval at least five (5) Business Days in advance of the proposed date of first use of such materials; provided, that the Company shall be deemed to have given its approval of such materials if it does not object to the use of such materials with the five (5) day period. 4.5 Upon request, the 4.4. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationSAI, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.5. The Company will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional InformationSAI, private placement memoranda or any disclosure documents, 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, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.7 4.6. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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 employeesemployees (including dealer only materials), and registration statements, prospectuses, statements of additional informationSAI, shareholder reports, and proxy materials materials, and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderdisclosure documents.

Appears in 1 contract

Sources: Participation Agreement (Offitbank Variable Insurance Fund Inc)

Sales Material and Information. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund Trust or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund Trust (or its investment adviser a Portfolio thereof) or any of its underwriters the Distributor is namednamed in connection with the Contracts (unless such reference to the Trust or Distributor is substantially the same as in previously approved material), at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee Trust objects to such use within fifteen five (155) Business Days” 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 Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, including the prospectus or Prospectus SAI for the Fund Trust shares, as such registration statement and Prospectus 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 Trust or the Distributor or the designee of either, except with the permission of the Fund Trust or the Distributor or the designee of eitherDistributor. 4.3 The Fund and the Distributor, Trust or the designee of either Distributor shall furnish, or shall cause to be furnished, to the Company or its designeeCompany, a copy of each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named (unless such reference to the Company or separate account is substantially the same as in previously approved material) at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 The Fund and Trust or the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, an the Account, or the Contracts other than the information or representations contained in a registration statement statement, including the prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund The Trust will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s) promptly after the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund Trust at least one complete copy of all registration statements, prospectuses, Statements of Additional InformationSAIs, reports, solicitations for voting instructionsInstructions, 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, if requested by the Trust. 4.7 For purposes of this Article IVArticles IV and VIII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements : a) Advertisements (such as materials material published, or designed for useuse in, 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, . b) 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 . c) Educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, statements of additional information, shareholder . d) Shareholder reports, and proxy . e) Proxy materials and any (including solicitations for voting instructions). f) Any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8 At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party’s obligations under this Agreement.

Appears in 1 contract

Sources: Fund Participation Agreement (Tiaa-Cref Life Separate Account Vli-1)

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 prepared by the Company, AGSI or any person contracting with the Company or AGSI in which the Fund or its investment adviser or any of its underwriters the Adviser is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund Fund, the Adviser, or its their designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.2 The 4.2. 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 for the Fund sharesProspectus, as such registration statement and or Fund 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 the Distributor or the designee of eitherits designee, except with the written permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Fund in which the Company and/or or its Account(s), is ) are named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The 4.4. Neither the Fund and nor the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports or solicitations for voting instructions 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 written permission of the Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within five (5) Business Days of the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in an Account or Contract within five (5) Business Days of the Account. 4.7 For purposes filing of this Article IV, such document with the phrase “sales literature SEC or other promotional material” includes, but is not limited to, advertisements (such as materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregulatory authorities.

Appears in 1 contract

Sources: Participation Agreement (Hotchkis & Wiley Variable Trust)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” least5 business days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 5 business days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 5 business days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 5 business days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as materials 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, computerized media, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Fund 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, GS&Co. or its their designee, each piece of sales literature or other promotional material prepared by the Company or any person contracting with the Company in which the Fund or its investment adviser or any of its underwriters GS&Co. is nameddescribed, at least fifteen (15) “Business Days” ten business days prior to its use. No such literature or material shall be used if u sed without prior approval from the Fund, GS&Co. or t heir designee, which approval shall not be unreasonably withheld. The Fund or its designee objects and GS&Co. hereby represent that they will respond to Company’s requests for approval within such use within fifteen ten (1510) “Business Days” after receipt day time period. Such approval process shall not apply to subsequent usage of such materialmaterials that are substantially similar to prior approved materials. 4.2 The Neither the Company nor any person contracting with the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection connect ion with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s)or any Separate Account is named, is named at least fifteen (15) “Business Days” five calendar days prior to its useu se. No such literature or material shall be used if without prior approval from the Company or its designee objects designee. Such approval process shall not apply to such use within fifteen (15) “Business Days” after receipt subsequent usage of such materialmaterials that are substantially similar to prior approved materials. 4.4 The Neither the Fund and the Distributor nor GS&Co. shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Separate Account, or the Contracts other than the information or representations contained in the Contracts, a disclosure document, registration statement or prospectus for the ContractsContracts (if applicable), as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Separate Account which are in the public domain or approved by the Company for distribution to Contract ownersowners or participants, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company. 4.5 Upon request, the The Fund will provide to the Company at least one complete copy or all prospectuses, statements of all registration statementsadditional information, Prospectuses, Statements of Additional Information, reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, promptly after the Company will provide to filing of such document with the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 For purposes of this Article IV, the phrase “sales literature SEC or other promotional material” includes, but is not limited to, advertisements (such as materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregulatory authorities.

Appears in 1 contract

Sources: Retail Fund Participation Agreement (Talcott Resolution Life Insurance Co- Separate Account Twelve)

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 in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “seven Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor or the designee of eitherthe Fund. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “seven Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, 9 requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund for any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Cg Variable Life Insurance 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 or distributes and in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund or the Distributor Underwriter or the designee of eithersuch party. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named or its logo used at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material.. Except as otherwise expressly provided in this Agreement, neither the Fund nor any of its affiliates shall use any trademark, trade name, service m▇▇▇ or logo of the Company or the Adviser, or any of their affiliates, or any variation of such trademark, trade name, service m▇▇▇ or logo, without the prior written consent of the Company or the Adviser, as applicable, the granting of which shall be at that party’s sole option and subject to such quality control and other specifications and requirements as the Company or Adviser, as applicable, shall specify 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus (which shall include an offering memorandum, if any) or prospectus Statement of Additional Information for the Contracts, as such registration statement and statement, prospectus or Statement of Additional Information may be amended or supplemented from time to time, or in published reports for 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 Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses or offering memoranda, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7 4.7. For purposes of this Article IV, the phrase “sales literature or other promotional material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, prospectusesDisclosure Documents, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials materials., and any other material constituting sales literature communications distributed or advertising under made generally available with regard to the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderFund.

Appears in 1 contract

Sources: Participation Agreement (Pacific Select Exec Separate Account of Pacific Life & Annui)

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 in which the Fund Fund, its Advisers or its investment adviser or any of its underwriters the Sponsor is named, at least fifteen (15) “ten Business Days” Days prior to its use. The Company may use such material in fewer than ten Business Days if it receives the written consent of the Fund or its designee. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “ten Business Days” 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 in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherSponsor, except with the permission of the Fund or the Distributor Sponsor or the designee of either. 4.3 The Fund and the DistributorFund, Sponsor, Distributor or the their designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), or an Account is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 The Fund Fund, the Distributor and the Distributor Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement or prospectus PPM for the ContractsVariable Insurance Products, as such registration statement and prospectus PPM may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional InformationPPMs, 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 each Account, prior to or contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities, or, in the case of a PPM, at least three Business Days before any sales are made by use of the relevant PPM. 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 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 Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the PPM for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its PPM in a orderly manner. 4.9 For purposes of this Article IV, the phrase "sales literature or and other promotional material" is subject to applicable laws and regulations governing the private placement of securities, particularly the prohibition against making a general solicitation. The phrase includes, but is not limited to, advertisements (such as materials 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, 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, statements of additional informationPPMs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Mony America Variable Account L)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from form time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed signed for useuse in, 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., 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregistered representatives.

Appears in 1 contract

Sources: Participation Agreement (Nationwide Vli Separate Account 4)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund Adviser or its designee, each piece of sales literature or other promotional material in which the Fund or its investment adviser or any of its underwriters the Adviser(s) is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts Variable Products other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Variable Products, other than the information or representations contained in a registration statement or statement, prospectus for the ContractsVariable Products, as such registration statement and statement, prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract contract owners, or in sales literature or other promotional material approved by the Company or its designee, or in any private placement memorandum or other document or material (collectively, "Private Placement Memoranda") used by or on behalf of the Company or its designee in the offer or sale of Variable Products without registration, except with the permission of the Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, which are relevant to the Company or the Variable Products. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements Private Placement Memoranda, statements of Additional Informationadditional 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 investment in the AccountFund under the Variable Products. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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 or electronic 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Separate Account Va-K of Commonwealth Annuity & Life Insurance Co)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 15 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of the application and any amendments thereto for the Mixed and Shared Funding Exemptive Order, all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Insurer or the AccountSeparate Accounts promptly after the filling of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Fund Participation Agreement (Lincoln Benefit Life 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 in which the Fund Fund, the Underwriter or its investment adviser or any of its underwriters the Adviser is named, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen ten (1510) Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus or prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the FundFund which are in the public domain or approved by the Fund for distribution to Fund shareholders, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of either. 4.3 its designees. The Fund and the Distributor, Adviser agree to respond to any request for approval on a prompt and timely basis. 4.3. The Fund or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is ) or Contract(s) are named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen ten (1510) Business Days” Days after receipt of such material. 4.4 The Fund and 4.4. Neither the Distributor Fund, the Underwriter nor the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement or prospectus statement, prospectus, for the Contracts, as such registration statement and prospectus documents may be amended or supplemented from time to time, or in published reports for 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 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after filing of each such document with the Commission or the NASD. 4.6 Upon request, the 4.6. The Company will provide to the Fund Fund, to the extent applicable, at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in the Fund or the Portfolios under the Contracts within a reasonable time after filing of each such document with the Commission or the AccountNASD. 4.7 4.7. The Fund and Adviser will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the registration statement or prospectus or statement of additional information for any Account. The Fund and Adviser will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Fund and Adviser 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 or other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, statements of additional informationinformation or other disclosure documents, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1933 Act or the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Investment Management Agreement (Universal Institutional Funds Inc)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designeethe Underwriter, each piece of sales literature or other promotional material in which the Fund or its investment the Fund's adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee the Underwriter reasonably objects in writing to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor or the designee of either. 4.3 Underwriter. The Fund and the Distributor, Underwriter agree to respond to any request for approval on a prompt and timely basis. 4.3. The Fund or the designee of either Underwriter shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)separate account is named, is named at least fifteen (15) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee reasonably objects in writing to such use within fifteen (15) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account \Account which are in the public domain or approved by the Company for distribution to Contract ownerscontractowners or participants, or in sales literature or other promotional material approved by the Company or its designeeCompany, 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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.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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act, Act or the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Occ Accumulation 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 in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. The 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, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Adviser, the Underwriter, or its designee so object. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and Fund, the DistributorUnderwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. Notwithstanding that the Company did not initially object, the Company reserves the right to object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used thereafter if the Company so objects. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements 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 Fund or its shares, contemporaneously with the filing of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.7 For purposes of this Article IVN, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials 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 material constituting sales literature change in the Fund’s registration statement or advertising under prospectus, particularly any change resulting in a change to the FINRA rules, registration statement or prospectus for any Account. The Fund will work with the 1940 Act, Company so as to enable the 1933 ActCompany to solicit proxies from Contract owners, or rules thereunderto make changes to its registration statement a 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.

Appears in 1 contract

Sources: Participation Agreement (USL Separate Account RS)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund (or its investment adviser Portfolio thereof), the Adviser or any of its underwriters the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. Notwithstanding the foregoing, the Company need not furnish, or cause to be furnished, to the Fund or its designee (i) materials for internal use only by the Company in connection with performing its obligations under this Agreement or any related agreement or (ii) revisions to sales literature or other promotional material to which the Fund or its designee has not previously objected unless the materials on which they are based have been materially changed. 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, including the prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the permission of the Fund Fund, Distributor or Adviser. 4.3. The Fund, the Adviser or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designeeCompany, a copy of each piece of sales literature or other promotional material in which the Company and/or its Account(s), is Accounts are named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an Accountthe Accounts, or the Contracts other than the information or representations contained in a registration statement statement, including the prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 4.5. For purposes of this Article IVArticles IV and VIII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act. 4.6. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 rules thereunderany party’s obligations under this Agreement.

Appears in 1 contract

Sources: Fund Participation Agreement (Northwestern Mutual Variable Life Account II)

Sales Material and Information. 4.1 The Company 4.1. Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer develops or proposes to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer. 4.2 The Company 4.2. Insurer shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the written permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Adviser shall furnish, or shall cause to be furnished, to the Company or its designeeInsurer, a copy of each piece of sales literature or other promotional material in which the Company Insurer and/or its Account(sseparate account(s), is named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee Insurer objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company Insurer or concerning Insurer, the Company, an Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurer or its designeedesigee, except with the permission of the CompanyInsurer. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurer at least one complete copy of all any registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities. 4.6 Upon request, the Company 4.6. Insurer will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional InformationSAIs, 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, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 1 contract

Sources: Fund Participation Agreement (Variable Annuity-2 Series Account of Great-West Life & Annuity Ins. Co.)

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 prepared by the Company, AGSI or any person contracting with the Company or AGSI in which the Fund or its investment adviser or any of its underwriters the Adviser is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund Fund, the Adviser, or its their designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.2 The 4.2. 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund sharesProspectus, as such registration statement and or Fund 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 the Distributor or the designee of eitherits designee, except with the permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Fund in which the Company and/or or its Account(s), is ) are named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 4.5. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in an Account or Contract contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following: advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (American General Life Insurance Co 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 in which the Fund Fund, the Underwriter or its investment adviser or any of its underwriters the Adviser is named, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen ten (1510) Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus or prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the FundFund which are in the public domain or approved by the Fund for distribution to Fund shareholders, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of either. 4.3 its designees. The Fund and the Distributor, Adviser agree to respond to any request for approval on a prompt and timely basis. 4.3. The Fund or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is ) or Contract(s) are named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen ten (1510) Business Days” Days after receipt of such material. 4.4 The Fund and 4.4. Neither the Distributor Fund, the Underwriter nor the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement or prospectus statement, prospectus, for the Contracts, as such registration statement and prospectus documents may be amended or supplemented from time to time, or in published reports for 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 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after filing of each such document with the Commission or the NASD. 4.6 Upon request, the 4.6. The Company will provide to the Fund Fund, to the extent applicable, at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in the Fund or the Portfolios under the Contracts within a reasonable time after filing of each such document with the Commission or the AccountNASD. 4.7 4.7. The Fund and Adviser will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus or statement of additional information for any Account. The Fund and Adviser will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Fund and Adviser 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 or other promotional material" includes, but is not limited tolimited, to advertisements (such sucho as materials material published, or designed for useuse in, 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, statements of additional informationinformation or other disclosure documents, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1933 Act or the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Old Mutual Financial Network Separate Account VA of Fidelity & Guaranty Life Insurance CO)

Sales Material and Information. 4.1 The 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 (as defined hereafter) in which the Fund or Trust, its investment adviser or any of its underwriters the Underwriter is named, named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Fund or its designee Underwriter objects to such use within fifteen (15) “five Business Days” 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 Trust or concerning the Fund Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Trust shares, as such registration statement and Prospectus prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the written permission of the Fund Trust or the Distributor or the designee of either. 4.3 The Fund and the Distributor, Underwriter or the designee of either or as is required by law. 4.3 The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Company and/or its Account(s), separate account(s) is named at least fifteen (15) “Business Days” 15 days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The Fund and Neither the Distributor Trust nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials material published, or designed for useuse in, 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., 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 registered representatives or employees, and registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderfinancial advisers.

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, the form of each piece of sales literature or other promotional material in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “twelve Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in or accurately derived from the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “twelve Business Days” Days after receipt of such material. 4.4 4.4. The Fund Fund, the Adviser and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an the Account, or the Contracts other than the information or representations contained in or accurately derived from a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, promptly after the Accountfiling of such document with the SEC or other regulatory authorities. 4.7 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 Contracts, the Fund or its shares, and the party that was the subject of the examination shall provide 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 will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Fund's registration statement, prospectus or statement of additional information for any Account. The Fund and the Adviser will cooperate with the Company so as to enable the Company to solicit voting instructions from Contract owners or to make changes in its prospectus, statement of additional information or registration statement, in an orderly manner. The Fund and the Adviser will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates of such prospectuses. 4.9. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund: advertisements (such as materials material published, or designed for useuse in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic media 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 articlearticles), educational or training materials materials, or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials materials, including electronic and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderWeb site materials.

Appears in 1 contract

Sources: Participation Agreement (Victory Variable Insurance Funds)

Sales Material and Information. 4.1 The Company 4.1. Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer, respectively, develops or proposes to use and in which the Fund (or a Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer. 4.2 The Company 4.2. Insurer shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Fund, Distributor or the designee of eitherAdviser, except with the permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Adviser shall furnish, or shall cause to be furnished, to the Company or its designeeInsurer, a copy of each piece of sales literature or other promotional material in which the Company Insurer and/or its Account(sseparate account(s), is named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee Insurer objects to such use within fifteen five (155) “Business Days” business days after receipt of such material. 4.4 4.4. The Fund Fund, the Distributor and the Distributor Adviser shall not give any information or make any representations on behalf of the Company Insurer or concerning Insurer, the Company, an Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurer or its designee, except with the permission of the CompanyInsurer. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurer at least one complete copy of all any registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statementsSAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its sharesNASD or other regulatory authorities. 4.6 Upon request, the Company 4.6. Insurer will provide to the Fund at least one complete copy of all any registration statements, prospectuses, Statements of Additional InformationSAIs, 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, contemporaneously with the filing of such document(s) with the SEC, NASD, or other regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase "sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 1 contract

Sources: Fund Participation Agreement (COLI VUL-4 Series Account of Great-West Life & Annuity Insurance CO)

Sales Material and Information. 4.1 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund (or its investment adviser a Portfolio thereof), or any of its underwriters the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen seven (157) Business Days” 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 Fund, the Portfolios or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, including the prospectus or Prospectus SAI for the Fund sharesFund, as such registration statement and Prospectus 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 or the Distributor or the designee of eitherDistributor, except with the permission of the Fund or the Distributor Distributor. 4.3. The Fund or the designee of either. 4.3 The Fund and the Distributor, or the designee of either Distributor shall furnish, or shall cause to be furnished, to the Company or its designeeCompany, a copy of each piece of sales literature or other promotional material in which the Company and/or its Account(s), separate account(s) is named at least fifteen five (155) Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen three (153) Business Days” Days after receipt of such material. 4.4 4.4. The Fund and or the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, an Accountthe Accounts, or the Contracts other than the information or representations contained in a registration statement statement, including the prospectus or prospectus SAI for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund or its designees will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses and SAIs and all amendments and supplements. On an annual basis, Statements and upon Company’s request, the Fund or its designee will provide to the Company copies of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, exemptions and requests for no-action letters, and all amendments to any of the above, letters that relate to the Fund within a reasonable period of time following the filing of such document(s) with the SEC or its sharesFINRA or other regulatory authorities, or, with respect from exemptive applications and no-action letters, upon receipt of an order or no-action assurance from the SEC. 4.6 Upon request, the 4.6. The Company will provide to the Fund or its designees at least one complete copy of all registration statements, prospectuses, Statements of Additional InformationSAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no- action letters, and all amendments and supplements to any of the above, that relate to the Contracts Accounts with respect to the Fund, within a reasonable period of time following the filing of such document(s) with the SEC, FINRA, or the Accountother regulatory authority. 4.7 4.7. For purposes of this Article IVArticles IV and VIII, the phrase “sales literature or and other promotional material” includes, but is not limited to, to materials related to the Accounts such as: advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.8. At the request of any party to this Agreement, each other party will make available to the 1933 Actother party’s independent auditors and/or representatives of the appropriate regulatory authorities, 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 rules thereunderany party’s obligations under this Agreement. 4.9. If Company elects to include any materials provided by Distributor or the Funds, (specifically prospectuses, SAIs, periodic reports and proxy materials) on its web site or in any other computer or electronic format, Company assumes sole responsibility for maintaining such materials in the form provided by Distributor or the Fund and for promptly replacing such materials with all updates provided by Distributor or the Fund. Distributor or the Fund agree to provide all such materials requested by Company in a Portable Document Format (PDF) in a timely fashion at no additional cost, together with such other formats at Company’s cost as may be mutually agreed upon.

Appears in 1 contract

Sources: Fund Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)

Sales Material and Information. 4.1 6.1. 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 in which the Fund (or any Series thereof) or its investment adviser or any of its underwriters the Distributor is named, at least fifteen (15) “Business Days” prior to its use. No and no such sales literature or other promotional material shall be used if without the approval of the Fund and the Distributor or its the designee objects to such use within fifteen (15) “Business Days” after receipt of such materialeither. 4.2 6.2. The Company 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund’ or its designee and the Distributor or its designee. 6.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s)Separate Accounts are named, is named at least fifteen (15) “Business Days” prior to its use. No and no such material shall be used if without the approval of the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialdesignee. 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 or concerning the Company, an Accountthe Separate Accounts, or the Variable Contracts issued by the Company, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain Separate Accounts or approved by the Company prepared for distribution to Contract ownersowners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5 Upon request, the 6.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationInformation in electronic format, and reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, and all amendments and supplements to any of the aboveabove in such format as the Fund deems most appropriate, that relate to the Fund or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. 4.6 Upon request, the 6.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Company or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments or supplements to any of the above, that relate to the Variable Contracts issued by the Company or the AccountSeparate Accounts promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7. For purposes of this Article IVVI, the phrase “sales literature or other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.sales

Appears in 1 contract

Sources: Fund Participation Agreement (Aul American Unit 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 in which the Fund or its investment adviser or any of its underwriters underwriter is named, at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “"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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its their designee, each piece of sales literature or other promotional material in which the Company and/or its their Account(s), is named at least fifteen (15) “"Business Days" prior to its use. No such material shall be used if the Company or its their designee objects object to such use within fifteen (15) “"Business Days" after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 their designee, except with the permission of the Company. 4.5 Upon requestIn the event a document is not publicly available and upon request by the Company, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon requestIn the event a document is not publicly available and upon request by the Fund, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Fund and to Contracts or the Account. 4.7 For purposes of this Article IVTV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Metlife Investors Usa Separate Account A)

Sales Material and Information. 4.1 The Company 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 material, or component thereof, in which the Fund Investment Company, the Adviser, or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund Investment Company or its designee objects object to such use within fifteen (15) “Business Days” 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 Investment Company or concerning the Fund Investment Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund Investment Company shares, as such registration statement and Prospectus 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 or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund Investment Company or the Distributor Underwriter or the designee of either. 4.3 The Fund and Investment Company, the DistributorUnderwriter, or the designee of either their designees shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material material, or component thereof, in which the Company and/or or its Account(s), is separate Accounts are named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 The Fund Investment Company and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement statement, prospectus or prospectus offering materials for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund The Investment Company will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Investment Company or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund Investment Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. In the case of unregistered Contracts, in lieu of providing prospectuses and Statements of Additional Information, the Company shall provide the Investment Company with one complete copy of the offering materials for the Contracts. 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 materials material published, or designed for useuse in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic media, 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, statements . Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (General American Life Insurance Co Separate Account Eleven)

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 in which the Fund or its investment adviser advisor or any of its underwriters the Underwriter is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “ten Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “ten Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within 30 days of the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account and their investment in the AccountFund, within 30 days of the filing of such document with the SEC or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA NASD rules, the 1940 Act, Act or the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Lincoln Life & Annuity Flexible Prem Vari Life Acct M)

Sales Material and Information. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund Fund, HIFSCO or its their designee, each piece of sales literature or other promotional material prepared by the Company or any person contracting with the Company in which the Fund or its investment adviser or any of its underwriters HIFSCO is nameddescribed, at least fifteen (15) “ten Business Days” Days prior to its use. No such literature or material shall be used if without prior approval from the Fund Fund, HIFSCO or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialtheir designee. 4.2 The Neither the Company nor any person contracting with the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or the designee of eitherits designee, except with the permission of the Fund or the Distributor or the designee of eitherits designee. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s)or any Separate Account is named, is named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if without prior approval from the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such materialCompany. 4.4 The Neither the Fund and the Distributor nor HIFSCO shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Separate Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Separate Account which are in the public domain or approved by the Company for distribution to Contract ownersowners or participants , or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company. 4.5 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statementsprospectuses, Prospectusesstatements of additional information, Statements of Additional Information, reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, promptly after the Company will provide to filing of such document with the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 4.7 For purposes of this Article IV, the phrase “sales literature SEC or other promotional material” includes, but is not limited to, advertisements (such as materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunderregulatory authorities.

Appears in 1 contract

Sources: Fund Participation Agreement (Talcott Resolution Life Insurance Co- Separate Account Twelve)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 10 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company Separate Accounts prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and Order and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests request for no-action letters, sales literature and other promotion material 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Fund Participation Agreement (Penn Mutual Variable Annuity Account Iii)

Sales Material and Information. 4.1 5.1. The Company Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales Sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Designated Portfolio thereof), its investment adviser Adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) “Business Days” business days after receipt of such materialmaterial by the Adviser and without prior written approval of the Distributor. Notwithstanding the foregoing, Insurance Parties shall not be required to provide any material for review hereunder that is not altered by Insurance Parties and is provided to them on behalf of the Fund. 4.2 5.2. The Company Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale Sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund sharesFund, as such registration statement and Prospectus the same may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales Sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the prior written permission of the Fund, Distributor or Adviser. 5.3. The Fund or the Distributor or the designee of either, except with the permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnishedfurnished , to the Company or its designeeapplicable Insurance Party, a copy of each piece of sales Sales literature or other promotional material in which the Company any Insurance Party and/or its Account(s), is named at least fifteen ten (1510) “Business Days” business days prior to its use. No such material shall be used if the Company or its designee Insurance Party objects to such use within fifteen five (155) “Business Days” business days after receipt of such materialmaterial following receipt by the Fund and without prior written approval of the Distributor. 4.4 5.4. The Fund and the Distributor Adviser shall not give any information or make any representations on behalf of the Company any Insurance Party or concerning any Insurance Party, any of the Company, an AccountAccounts, or the Contracts Contracts, other than the information or representations contained in the registration statement, prospectus or SAI for a registration statement Contract, if any, or prospectus for in the ContractsContracts themselves, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales Sales literature or other promotional material approved by the Company such Insurance Party or its designee, except with the permission of the Companysuch Insurance Party. 4.5 Upon request, the 5.5. The Fund will provide to the Company GWL&A and First GWL&A at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationSAIs, reports, proxy statements, sales Sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or its shares. 4.6 Upon request, the Company NASD or other regulatory authorities. The Insurance Parties will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales Sales literature and other promotional materials, applications for exemptions, requests request for no no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccounts , contemporaneously with the filing of such document(s) with the SEC, NASD, or other regulatory authority. 4.7 5.6. For purposes of this Article IVArticles V and VIII, the phrase “sales "Sales literature or and other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media ; on-line networks such as the Internet or other electronic media), sales literature, Sales literature (i.e., any written communication distributed or made generally available to customers or the publicpublic , including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales Sales literature or advertising under the FINRA NASD rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 5.7. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party's obligations under this Agreement.

Appears in 1 contract

Sources: Fund Participation Agreement (Futurefunds Series Account of Great West Life & Ann Ins Co)

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 or uses in which the Fund or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen (15) “Business Days” 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 4.3. The Fund and the DistributorFund, Underwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(sseparate account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund designated Portfolios, or its their shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 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 materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Companion Life 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 in which the Fund Fund, the Adviser or its investment adviser or any of its underwriters the Underwriter is named, at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. The 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, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Adviser, the Underwriter, or its designee so object. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor or the designee of eitherUnderwriter, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and Fund, the DistributorUnderwriter, or the its designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or or its Account(s), is named at least fifteen (15) “Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects object to such use within fifteen (15) “Business Days” Days after receipt of such material. Notwithstanding that the Company did not initially object, the Company reserves the right to object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company is named, and no such material shall be used thereafter if the Company so objects. 4.4 The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements 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 Fund or its shares, contemporaneously with the filing of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.6 Upon request, the The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the Accountfiling of such document with, or the issuance of such documents by, the SEC or other regulatory authorities. 4.7 For purposes of this Article IV4, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials 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 material constituting sales literature change in the Fund's registration statement or advertising under prospectus, particularly any change resulting in a change to the FINRA rules, registration statement or prospectus for any Account. The Fund will work with the 1940 Act, Company so as to enable the 1933 ActCompany to solicit proxies from Contract owners, or rules thereunderto make changes to its registration statement a 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.

Appears in 1 contract

Sources: 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 in which the Fund or its investment adviser or any of its underwriters is named, at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen ten (1510) “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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund shares, as such registration statement and 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 the Distributor or the designee of eitherthe Fund in writing, except with the written permission of the Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, (or the designee of either its designee) shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its Account(s), is named at least fifteen ten (1510) “Business Days” prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen ten (1510) “Business Days” after receipt of such material. 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, an Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for 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 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, Prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares. 4.6 Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or the Account. 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 materials 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Participation Agreement (Merger Fund Vl)

Sales Material and Information. 4.1 4.1. The Company Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Designated Portfolio), its investment adviser or any one of its underwriters sub-advisers or the Distributor is namednamed in connection with the Contracts, at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Fund or its designee objects to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.2 4.2. The Company Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement statement, prospectus or Prospectus SAI for the Fund shares, as such registration statement and Prospectus 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 or the Distributor or the designee of eitherDistributor, except with the written permission of the Fund or Distributor. 4.3. The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designeeThe Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Company Insurance Parties and/or its Account(stheir separate account(s), is are named at least fifteen ten (1510) Business Days” Days prior to its use. No such material shall be used if the Company or its designee objects Insurance Parties object to such use within fifteen five (155) Business Days” Days after receipt of such material. 4.4 4.4. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company Insurance Parties or concerning the CompanyInsurance Parties, an Accountthe Accounts, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus the same may be amended or supplemented from time to time, or in published reports for 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 Insurance Parties or its their designee, except with the written permission of the CompanyInsurance Parties. 4.5 Upon request, the 4.5. The Fund will provide to the Company Insurance Parties at least one complete copy of all registration statements, Prospectusesprospectuses, Statements of Additional InformationSAIs, periodic 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 materially relate to the Account(s), promptly after the filing of such document(s) with the SEC or FINRA or other regulatory authorities, or if such materials are not filed, contemporaneously with first use. 4.6. The Insurance Parties will provide the Fund and Distributor with any complaints received from Contract owners pertaining to a Fund or its sharesDesignated Portfolio. 4.6 Upon request, the Company 4.7. The Insurance Parties will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, periodic reports, solicitations for voting instructions, sales literature and other promotional materials. Proxy statements, applications for exemptions, requests for no no-action letters, and all amendments to any of the above, that relate are material to the Contracts Designated Portfolios, promptly after the filing of such document(s) with the SEC, FINRA, or the Accountother regulatory authority. 4.7 4.8. For purposes of this Article IVArticles IV and VII, the phrase “sales literature or and other promotional material” includes, but is not limited to, advertisements (such as materials material published, or designed for useuse in, 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, 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, statements of additional information, shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act1933 Act or the ▇▇▇▇ ▇▇▇. 4.9. At the request of any party to this Agreement, each other party will make available to the 1933 Actother 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 in connection with compliance and regulatory requirements related to this Agreement or rules thereunderany party’s obligations under this Agreement. 4.10. The Insurance Parties shall designate certain persons or entities that shall have the requisite licenses to solicit applications for the sale of Contracts.

Appears in 1 contract

Sources: Fund Participation Agreement (Lazard Retirement Series Inc)

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 prepared by the Company or any person contracting with the Company in which the Fund or its investment adviser or any of its underwriters the Adviser is named, at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Fund Fund, the Adviser, or its their designee reasonably objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. Notwithstanding the foregoing, when the Fund or Adviser provides the Company with a description of the Fund and/or Adviser and/or its/their objectives, management, past performance, or other key features to be used in the Company's prospectuses as updated each May, the Company may use such description in its prospectuses, private placement memoranda, sales literature or other promotional material until the following April without the obligation to submit such materials to the Fund or its designee for approval provided that the Company's use does not deviate at all from the written description provided by the Fund or Adviser. 4.2 The 4.2. Neither the Company nor any person contracting with the Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus for the Fund sharesProspectus, as such registration statement and or Fund 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 the Distributor or the designee of eitherits designee, except with the written permission of the Fund. 4.3. The Fund or the Distributor or the its designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Fund in which the Company and/or or its Account(s), is ) are named at least fifteen (15) “ten Business Days” Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen (15) “five Business Days” Days after receipt of such material. 4.4 The 4.4. Neither the Fund and nor the Distributor Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, an each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports or solicitations for voting instructions 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 written permission of the Company. 4.5 Upon request, the 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, Prospectusesprospectuses, Statements statements of Additional Informationadditional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC or other regulatory authorities. 4.6 4.6. Upon requestrequest of the Fund or the Adviser, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements statements of Additional Informationadditional 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 investment in an Account or Contract contemporaneously with the Accountfiling of such document with the SEC or other regulatory authorities. 4.7 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following: advertisements (such as materials material published, or designed for useuse in, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Metlife of Ct Fund Ul Iii for Variable Life Insurance)

Sales Material and Information. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each 4.1. No piece of sales literature or other promotional material in which the Fund or its investment adviser or any the Underwriter is named shall be used by the Company without the prior written approval of the Funds or its underwriters is named, at least designee. The Fund or its designee shall have fifteen (15) “Business Days” Days from acknowledged receipt to review such materials prior to its use. No such material shall be used if the Fund or its designee objects 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee or by the Distributor Underwriter, or in published reports for the designee Fund which are in the public domain or approved by the Underwriter for distribution to shareholders of eitherthe Fund, except with the permission of the Fund or the Distributor Underwriter or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, to the Company or its designee, each 4.3. No piece of sales literature or other promotional material in which the Company and/or its Account(s)Accounts are named shall be used by Fund, is named at least Underwriter or the designee of the Fund or the Underwriter without the prior written approval of the Company or its designee. The Company or its designee shall have fifteen (15) “Business Days” business days from acknowledged receipt to review such materials prior to its use. No such material shall be used if the Company or its designee objects to such use within fifteen (15) “Business Days” after receipt of such material. 4.4 4.4. The Fund and the Distributor Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, an the Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each 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 Upon request, the 4.5. The Fund will provide to the Company at least one two complete copy copies of all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6 Upon request, the 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or Contracts, contemporaneously with the Accountfiling of such document with the Securities and Exchange Commission. 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 materials material published, or designed for useuse in, 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, statements Statements of additional informationAdditional Information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereundermaterials.

Appears in 1 contract

Sources: Participation Agreement (Metropolitan Life Separate Account E)

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 in which the Fund (or any Portfolio thereof) or its investment adviser or any of its underwriters the Distributor is named, named at least fifteen (15) “Business Days” 10 days prior to its use. No the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund and the Distributor or its the designee objects to such use of either approve the material or do not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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 in connection with the sale of the Contracts other than the information or representations contained in the registration statement Registration Statement or Prospectus prospectus for the Fund shares, as such registration statement and Prospectus 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 designee and by the Distributor or the designee of eitherits designee, except with the permission of the Fund or its designee and the Distributor or its designee. 6.3 The Fund or the Distributor or the designee of either. 4.3 The Fund and the Distributor, or the designee of either shall furnish, or shall cause to be furnished, furnish to the Company Insurer or its designee, each piece of sales literature or other promotional material in which the Company and/or Insurer or its Account(s), is Separate Accounts are named at least fifteen (15) “Business Days” 10 days prior to its use. No the anticipated use of such material, and no such material shall be used if unless the Company Insurer or its designee objects to such use approves the material or does not respond with comments on the material within fifteen (15) “Business Days” after 10 days from receipt of such 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, an Accountthe Separate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for the such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company Separate Accounts prepared for distribution to Contract ownersowners of such Variable Contracts, 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 Upon request, the 6.5 The Fund will provide to the Company Insurer at least one complete copy of the Mixed and Shared Funding Exemptive Application and Order and any amendments thereto, all registration statements, Prospectusesprospectuses, Statements of Additional Information, reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests request for no-action letters, sales literature and other promotion material 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. 4.6 Upon request, the Company 6.6 The Insurer will provide to the Fund at least one complete copy of all registration statements, prospectusesprospectuses (which shall include an offering memorandum if the Variable Contracts issued by the Insurer or interests therein are not registered under the 1933 Act), Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action lettersinstructions relating to the Fund, 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 Fund as an underlying investment medium, promptly after the filing of such document with the SEC or other regulatory authority. 4.7 6.7 For purposes of this Article IVVI, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as materials 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, computerized media, or other public media), sales literature, 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, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the FINRA rules, the 1940 Act, the 1933 Act, or rules thereunder.

Appears in 1 contract

Sources: Fund Participation Agreement (Penn Mutual Variable Annuity Account Iii)