Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects. 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio. 4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. 4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 6 contracts
Sources: Participation Agreement (Columbia Acorn Trust), Participation Agreement (Columbia Acorn Trust), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, Underwriter and the Underwriter, or their designeesAdviser, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) ), the Underwriter or the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Adviser and the Underwriter. The Adviser and the Underwriter will use reasonable best efforts to provide the Company with written response within ten Business Days of receipt of such materials. Any piece which merely names the Fund, the Underwriter or their designees. The Fund, the Adviser as participating in the Variable Insurance Products may be used after ten Business Days of receipt by the Adviser and the Underwriter if the Company has not received a written response from the Adviser and the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus, and statement and profiles and prospectus or SAI of additional information may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material provided to the Company or approved by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications provided by the Company to Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter, the Adviser or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Underwriter, the Adviser or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named or its logo is used at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Company is participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund, the Underwriter or the Adviser has not received a written response from the Company.
4.44.5. The Fund Funds, the Underwriter and the Underwriter Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the Contracts, as such registration statement, prospectus, or SAI prospectus and statement of additional information may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerabove.
4.8. For purposes of this Article IVAgreement, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 6 contracts
Sources: Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 5 contracts
Sources: Participation Agreement (Pruco Life Flexible Premium Variable Annuity Account), Participation Agreement (Pruco Life Inurance Co of New Jersey FLXBL Prmium Var Ann Ac), Participation Agreement (Pruco Life of New Jersey Variable Appreciable Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter Fund or their designeesits designee. The Fund, the Underwriter, Fund or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter Distributor or their designees so objectthe designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement or profiles Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee or and by the UnderwriterDistributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Underwriter Distributor or the designee of either.
4.3. The Fund and the Underwriter, or their designee, either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments Separate Accounts are named at least 15 days prior to the Fund, the Underwriter, or their designee within ten Business Days after receipt anticipated use of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer's request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVSection 6, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Fund Participation Agreement (Jefferson National Life Annuity Account G), Fund Participation Agreement (Jefferson National Life Annuity Account F), Fund Participation Agreement (Jefferson National Life Annuity Account C)
Sales Material and Information. 4.1. CSAMSI will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains an Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Designated Portfolio) periods. The Company shall furnishmay, based on the SEC mandated information supplied by CSAMSI, prepare communications for contractowners ("Contractowner Materials"). The Company will provide copies of all Contractowner Materials concurrently with their first use for CSAMSI's internal recordkeeping purposes. It is understood that neither CSAMSI nor any Designated Portfolio will be responsible for errors or omissions in, or shall cause to be furnishedthe content of, Contractowner Materials except to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material extent that the Company develops and in which the Fund (error or a Designated Portfolio thereof) omission resulted from information provided by or on behalf of CSAMSI or the Adviser or the Underwriter Designated Portfolio. Any printed information that is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments furnished to the Company within ten pursuant to this Agreement other than each Designated Portfolio's prospectus or statement of additional information (10) Business Days after receipt or information supplemental thereto), periodic reports and proxy solicitation materials is CSAMSI's sole responsibility and not the responsibility of such materialany Designated Portfolio or the Fund. The FundCompany agrees that the Portfolios, the Underwriter, shareholders of the Portfolios and the officers and governing Board of the Fund will have no liability or their designees reserve the right to reasonably object responsibility to the continued use of any such sales literature or other promotional material Company in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so objectthese respects.
4.2. The Company shall will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund shares, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature published reports for the Fund which are in the public domain or other promotional material approved by the Fund or its designee CSAMSI for distribution, or in sales literature or other material provided by the Fund, the Adviser or by the UnderwriterCSAMSI, except with the permission of the Fund or the Underwriter or the designee of either.
4.3CSAMSI. The Fund and the Underwriter, or their designee, shall Company will furnish, or will cause to be furnished, to the CompanyFund, the Adviser or CSAMSI, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its Account, Account is named, at least ten (10) business days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which requires the Company and/or its Account is named, and no such material shall permission of CSAMSI prior to use will be used if CSAMSI reasonably objects to such use within five (5) business days after receipt. Nothing in this Section 4.2 will be construed as preventing the Company so objectsor its employees or agents from giving advice on investment in the Fund.
4.44.3. The Fund Fund, the Adviser and the Underwriter shall CSAMSI will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the Contracts, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Account Contracts which are in the public domain or approved by the Company for distribution to Contract ownerscontractowners, or in sales literature or other promotional material approved provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. The Fund, the Adviser or CSAMSI will furnish, or will cause to be furnished, to the Company or its designee, except with each piece of sales literature or other promotional material in which the permission Company or its Account is named at least fifteen (15) business days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) business days after receipt of the Companysuch material.
4.54.4. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additions information, shareholder reports, proxy statements, sales literature reports and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, material filing that relate relates to the Fund or its shares, promptly after the filing of such document(s) document with the SEC SEC, the NASD or other regulatory authoritiesauthority.
4.64.5. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsstatements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC SEC, the NASD or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioauthority.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.84.6. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public mediamedia (e.g., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, advertisements sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, proxy materials, materials and any other communications distributed material constituting sales literature or made generally available with regard advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
4.7. The Fund and CSAMSI hereby consent to the FundCompany's use of the names Warburg, ▇▇▇▇▇▇ Trust Post-Venture Capital Portfolio, or other Designated Portfolio, and Warburg, ▇▇▇▇▇▇ Counsellors, Inc. in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will continue only as long as any Contracts are invested in the relevant Designated Portfolio.
Appears in 4 contracts
Sources: Participation Agreement (Group Vel Acct of 1st Allmerica Financial Life Ins Co), Participation Agreement (Separate Account Kg of Allmerica Fin Life Ins & Annuity Co), Participation Agreement (Separate Account Imo of Allmerica Fin Life Ins & Annuity Co)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or the Underwriter. The Fund and the Underwriter will use reasonable best efforts to provide the Company with written response within ten Business Days of receipt of such materials. Any piece which merely names the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will Adviser as participating in the Variable Insurance Products may be deemed to have approved such sales literature or promotional material unless used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioabove.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVAgreement, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Mony America Variable Account L), Participation Agreement (American National Variable Life Separate Account), Participation Agreement (American National Variable Annuity Separate Account)
Sales Material and Information. 4.1. 4.1 The Company shall furnishbe solely responsible for sales literature or other promotional material, or shall cause to be furnished, to in which the Fund, a Series, the UnderwriterAdviser, any subadviser to any Series, or their designeesthe Underwriter (in its capacity as distributor of the Fund) is named, each piece the substance of which is contained in the then current prospectus or statement of additional information of the Fund. Other sales literature or other promotional material that may also be used by the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any if such sales literature or other promotional material in which (or the substance thereof) has been previously approved by the Fund (or a Designated Portfolio thereof) its designee. All other sales literature or the Adviser or the Underwriter is named, and no such other promotional material shall not be used if by the Fund, Company until it has been approved by the Underwriter Fund or their designees its designee. The Company shall deliver such draft sales literature or other promotional material to the Fund or its designee at least thirty Business days prior to its use. The Fund or such designee shall use commercially reasonable efforts to review sales literature so objectdelivered within ten days.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund shares, as such registration statement and profiles and prospectus or SAI statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission approval of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The obligations set forth in Section 4.1 herein shall apply MUTATIS MUTANDIS to the Fund and the Underwriter, or their designee, shall furnish, or cause Underwriter with respect to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its any Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, any Account or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder annual, semi-annual or other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments or supplements to any of the above, that relate to the Fund or its sharesany Series, promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority.
4.6. 4.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if anystatements of additional information, if the Contracts issued by the Company shareholder annual, semi-annual or interests therein are not registered under the 1933 Act), SAIs, other reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the above, that relate to the Contracts or the any Account, promptly after the filing of such document(s) document with the SEC or any other regulatory authoritiesauthority. The Company shall Each party hereto will provide to each other party, to the Fund and extent it is relevant to the Underwriter Contracts or the Fund, a copy of any complaints comment letter received from the Contract owners pertaining to staff of the Fund SEC or the Designated PortfolioNASD, and the Company's response thereto, following any examination or inspection by the staff of the SEC or the NASD.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV4.7 As used herein, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, pictures or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (New England Variable Annuity Separate Account), Participation Agreement (Travelers Fund Ul for Variable Life Insurance), Participation Agreement (Metropolitan Life Separate Account Ul)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter Distributor or the designee of either.
4.3. The Fund and either approve the Underwriter, material or their designee, shall furnish, or cause to be furnished, to do not respond with comments on the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after 10 days from receipt of such the material. The Company Investment Company, the Distributor, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Investment Company and/or its Account or the Adviser or the Distributor is named, and no such material shall be used if the Investment Company, the Distributor, or its designee so object.
(b) The Insurer agrees that neither it nor any of its affiliates or agents shall give any information or make any representations or statements on behalf of the Investment Company or concerning the Investment Company other than the information or representations contained in the Registration Statement or prospectus for the Investment Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Investment Company, or in sales literature or other promotional material approved by the Investment Company or its designee and by the Distributor or its designee, except with the permission ofthe Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Distributor or the designee of either shall furnish to the Insurer or its designee, each piece of sales literature or other promotional material in which the Insurer or its Separate Accounts are named at least 15 days prior to the anticipated use of such material, and no such material shall be used unless the Insurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material. The Insurer reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Insurer or the Separate Accounts or the Variable Contracts are named, and no such material shall be used thereafter if the Insurer so objects.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, SAis, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any ofthe above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authority.Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any notice of order relating thereto and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authoritiesFINRA.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVSection 6, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material material, that is published, or designed for use inused in any electronic or other public media, a including any Web site, newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other public mediathan routine listings)), sales literature (i.e., such as any written or electronic communication that is generally distributed or made generally available to customers or the public, including brochures, circulars, research reports, market lettersperformance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature, or published article, and press releases concerning the Distributor’s products or services)), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Fund Participation Agreement (Farm Bureau Life Variable Account), Fund Participation Agreement (Farm Bureau Life Annuity Account), Fund Participation Agreement (Farm Bureau Life Annuity Account)
Sales Material and Information. 4.14.1 Underwriter hereby grants to Company a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its trademarks, its name, the name of Adviser and the Fund name(s) in connection with its obligations under this Agreement. The Notwithstanding the foregoing license, unless Company will use the Underwriter’s trademark(s) and/or the Fund name(s) in or as a part of Sales Literature or Other Promotional Materials that includes other Fund companies’ trademarks and/or Fund names as a listing of Funds available in connection with the sale of Contracts, Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company develops or uses and in which the Fund (a) a trademark of Underwriter appears or is shown or (b) a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used by Company if the Underwriter reasonably objects to such use within ten calendar days after receipt of such material. Underwriter reserves the right to reasonably object to the continued use of such material, and no such material shall be used by Company if the FundUnderwriter so objects. All such use by Company of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks, provided that Company is given sufficient advance notice to implement any such changes. Company acknowledges and agrees that, except for the limited license granted pursuant to this section, (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or interest in or to Underwriter’s trademarks, and (iii) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Underwriter may rescind this license at any time if it determines, in its sole discretion, that use of its trademarks or the Fund name(s) will have an adverse effect on it, the Adviser or a Fund. Upon the expiration or termination of this Agreement or the termination of the license granted in this section, Company shall cease using the trademarks of Underwriter or their designees so objectexcept as the parties may agree in writing.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Tiaa Separate Account Va-3), Participation Agreement (Tiaa Separate Account Va-3), Participation Agreement (Tiaa Separate Account Va-3)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the any Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, if the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the any Fund or concerning the any Fund or the Adviser or the Underwriter in connection with the sale of the Contracts and Certificates other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the such Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the such Fund, or in sales literature or other promotional material approved by the Fund Underwriter or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. Sales literature in which any Fund or its investment advisor is named shall be submitted to the SEC or NASD for review as required by applicable law. Copies of any comments received shall be sent to the Underwriter or its designee.
4.4. The Fund and the Underwriter, Underwriter or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its or any Account is named, and no at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within fifteen Business Days after receipt of such material.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, the Contracts or the Contracts Certificates other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the any Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or .or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co), Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co), Participation Agreement (Variable Annuity Acct C of Ing Life Insurance & Annuity Co)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) fifteen Business Days after receipt of such material. The FundNotwithstanding the foregoing, the Underwriter, or their designees reserve Company may identify the right Funds in a list of available underlying investment options to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so objectContracts offered by Company.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI Disclosure Document for the Contracts, as such registration statement, prospectus, statement or SAI Disclosure Document may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, Disclosure Documents, 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 materially affect the Fund, the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide to authorities or, if a Contract and its associated Account are exempt from registration, at the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfoliotime such documents are first published.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectusesDisclosure Documents, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8. The Company shall have permission to use the Underwriters name and logo in the marketing of the Fund, provided that the Company has furnished to the Underwriter for review, prior to any use, all materials bearing the name or logo of the Underwriter (collectively “Materials”). The Company shall not use any Materials without receiving prior written approval therefor. If the Company or the Fund makes any unauthorized use of the Underwriters name or logo, the parties acknowledge that the Underwriter and its affiliates would suffer harm for which monetary damage may be inadequate and, thus, the Underwriter or its affiliates shall be entitled to seek equitable relief as well as other applicable remedies under this Agreement or under the law. Notwithstanding the foregoing, the Company may use the Underwriter’s name where such use is necessary to make the disclosures contained in the Fund material not misleading and the Company provides the Underwriter with notice of any required disclosure. Furthermore, the parties agree that the Company shall be entitled to use the Underwriter’s name when referring to the Underwriter as Fund’s investment adviser, as a simple statement of fact without the need to seek the Underwriter’s prior written consent. For purposes of this clause, the Underwriter must always be referred to as “FIDELITY DISTRIBUTORS COMPANY LLC”. The Underwriter must never be referred to solely as “Fidelity”. Upon termination of this Agreement, the Company and the Fund shall immediately cease all use of any Materials bearing the Underwriter’s name or logo, and any other communications distributed or made generally available with regard the Company will either provide to the FundUnderwriter all such Materials or certify as to the destruction of all such Materials. Notwithstanding clause 8.2 of the Agreement, the Company agrees to defend, indemnify and hold harmless the Underwriter (and its affiliates and their respective directors, officers, employees and agents) from and against any and all third party claims, actions, proceedings, judgments, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and expenses in relation thereto) directly suffered or incurred by them or any of them, that arise in connection with the Company’s use of any of the Underwriter’s name or logo.
Appears in 4 contracts
Sources: Participation Agreement (Nationwide VL Separate Account-G), Participation Agreement (Nationwide VLI Separate Account-7), Participation Agreement (Nationwide Variable Account Ii)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter Distributor or their designees so objectthe designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement Registration Statement or profiles or prospectus or SAI Prospectus for the Fund Investment Company shares, as such registration statement and profiles and prospectus or SAI Prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee or and by the UnderwriterDistributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Underwriter Distributor or the designee of either.
4.3. The Fund and the Underwriter, or their designee, either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments Separate Accounts are named at least fifteen (15) days prior to the Fund, the Underwriter, or their designee within ten Business Days after receipt anticipated use of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material in writing within a reasonable period of time, not exceeding fifteen (15) days.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or Prospectus for such Variable Contracts, as such registration statement and prospectus Prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all Prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all Prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. (g) The Company will provide Investment Company, the Distributor or its designee shall furnish to the Fund or Insurer each Fund’s current performance figures no later than five (5) business days following the Underwriter at least one complete copy end of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioeach month.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. (h) For purposes of this Article IVSection 6, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (TFLIC Separate Account VNY), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Sales Material and Information. 4.1. 4.1 The Company shall Shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten fifteen (1015) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen (15) Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen (15) Business Days after receipt of such material.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund Securities and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated PortfolioExchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 4 contracts
Sources: Participation Agreement (Ameritas Life Insurance Corp Separate Account LLVL), Participation Agreement (Ameritas Variable Separate Account V), Participation Agreement (Ameritas Variable Life Insurance Co Separate Account V)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or Fund, the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, including the prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI the same may be amended or supplemented from time to time, or in reports sales literature or proxy other promotional material approved by the Fund, the Underwriter or the Adviser, except with the permission of the Fund, the Underwriter or the Adviser.
4.2. The Company shall not give any information or make any representations or statements on behalf of or concerning the Fund, the Underwriter or the Adviser in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI, for the FundFund as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund Fund, the Underwriter or its designee or by the UnderwriterAdviser, except with the permission of the Fund or Fund, the Underwriter or the designee of eitherAdviser.
4.3. The Fund and Fund, the Underwriter, Underwriter or their designee, the Adviser shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s) is named, and no named at least five (5) Business Days prior to its use. No such material shall be used by the Fund, the Underwriter or the Adviser if the Company so objectsor its designee objects to the description of, or presentation of information relating to, the Company, its separate account(s), and/or the Contracts within three (3) Business Days after receipt of such material. The pre-review requirements set forth in the immediately preceding sentences of this Section 4.3 shall not apply to the extent the Underwriter provides marketing review services to each of the Company, the Fund, and at the Adviser and such materials have been reviewed and approved on behalf of the Fund or the Adviser by an appropriately licensed associated person of the Underwriter.
4.4. The Fund Fund, the Underwriter and the Underwriter Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement and statement, including the prospectus (which shall include an offering memorandumor SAI, if any, if for the Contracts issued by as the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI same may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund or the Adviser will provide to the Company at its request at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, . sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after within a reasonable period of time following the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act)prospectuses, SAIs, . reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccounts, promptly after within a reasonable period of time following the filing of such document(s) with the SEC SEC, FINRA, or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioauthority.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVArticles IV and V, the phrase "“sales literature and other promotional materials" 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 material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, materials (including solicitations for voting instructions) and any other communications distributed material constituting sales literature or made generally advertising under the FINRA rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
4.8. At the request of any party to this Agreement, each other party will make available with regard to the Fundother party’s independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party’s obligations under this Agreement.
Appears in 3 contracts
Sources: Fund Participation Agreement (Priac Variable Contract Account A), Fund Participation Agreement (Priac Variable Contract Account A), Fund Participation Agreement (Priac Variable Contract Account A)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Distributor or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser, or the Adviser Distributor, or the Underwriter is any affiliate thereof, are named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Distributor or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. (b) The Company Insurer shall not give any information or make any representations or statements on behalf of the Fund Fund, the Adviser, or any affiliate thereof or concerning the Fund or the Adviser or the Underwriter any other such entity in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Distributor or its designee or by the Underwriterdesignee, except with the permission of the Fund Distributor or the Underwriter or the designee of eitherits designee. The Distributor and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.3. (c) The Fund and Adviser, the UnderwriterDistributor, or their designee, respective designees shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer, and/or the Contracts Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its Account, is nameduse. No such material shall be used until approved by if the Company. The Company will be deemed Insurer or its designee reasonably objects to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee use within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. (d) The Fund Adviser and the Underwriter Distributor shall not give any information or make any representations or statements on behalf of the Company Insurer, the Contracts Distributor, or any affiliate thereof or concerning the Company, Insurer or any other such entity in connection with the Account, sale of shares of the Portfolio(s) or the Contracts other than the information or representations contained in a the registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the ContractsSeparate Account, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersSeparate Account, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer or its designee. The Insurer and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.5. (e) The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, parties hereto agree that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but Section 4.7 is not limited to, any of intended to designate or otherwise imply that the following that refer to the Fund Insurer is an underwriter or any affiliate distributor of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund’s shares.
Appears in 3 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Sales Material and Information. 4.1. 5.1 The Company shall will furnish, or shall will cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter Distributor is named. No such material shall will be used until approved by the Fund, Fund or the Underwriter or their designeesDistributor. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to object reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a any Designated Portfolio thereof) Fund), the Adviser, any sub-adviser or the Adviser or the Underwriter Distributor is named, named and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects within five (5) business 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 or the Adviser or the Underwriter any Designated Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI for shares of the Fund sharesDesignated Funds, as such registration statement statement, prospectus and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundDesignated Funds, or in sales literature or other promotional material approved provided by the Fund Fund, the Adviser or its designee or by the UnderwriterDistributor, except with the permission of the Fund Fund, the Adviser or the Underwriter Distributor. The Fund, the Adviser or the designee of eitherDistributor agree to respond to any request for approval on a prompt and timely basis.
4.3. 5.3 The Fund and Fund, the UnderwriterAdviser or the Distributor, or their a designee, shall will furnish, or will cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Company or any Separate Account is named. No such material shall be used until approved by the Company, prior to its use. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their its designee within ten Business Days after receipt of such material. The Company reserves the right to object reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or or its Account designee is named, named and no such material shall be used if the Company or its designee so objectsobjects within five (5) business days after receipt of such material.
4.4. 5.4 The Fund and Fund, the Underwriter shall Adviser or the Distributor will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the any Separate Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or prospectus and SAI may be amended or supplemented from time to time, or in published reports for each Separate Account or the Account 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. 5.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its sharesshares of the Designated Funds, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesthe FINRA or contemporaneously with the first use or public availability of such documents.
4.6. 5.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statementsany definitive prospectuses, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), definitive SAIs, reportsand reports as may be required by applicable laws, and 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 any Contract or the Accountany Separate Account (collectively, promptly after “Contract Materials”), contemporaneously with the filing of each such document(s) document with the SEC or other regulatory authoritiesthe FINRA (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 or any Designated Fund will be provided). In addition, the Company will provide to the Fund at least one complete copy of (i) any registration statement that relates to the Contracts or any Separate 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 Separate Account that refer to or relate to the Fund or any Designated Fund. The Company shall provide to the Fund and the Underwriter Distributor copies of any written complaints received from the Contract owners pertaining to the Fund or the any Designated PortfolioFund.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 5.7 For purposes of this Article IVV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (i.e., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, materials and any other communications distributed material constituting sales literature or made generally available advertising under the FINRA Conduct Rules, the 1933 Act or the 1▇▇▇ ▇▇▇.
5.8 The Fund, the Adviser and the Distributor hereby consent to the Company’s use of their respective names as well as the names of the Designated Funds in connection with regard marketing the Contracts, subject to the terms of Sections 5.1 or 5.2 of this Agreement. The Fund, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service m▇▇▇ or logo used by the Fund, the Adviser and the Distributor, subject to the Fund’s, the Adviser’s and/or the Distributor’s approval of such use and in accordance with reasonable requirements of the Fund, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. The Company agrees and acknowledges that the Fund, the Adviser or the Distributor is the owner of the name, trademark, trade name, service m▇▇▇ and logo and that all use of any designation comprised in whole or in part of the name, trademark, trade name, service m▇▇▇ and logo under this Agreement shall inure to the benefit of the Fund, Adviser and/or Distributor.
5.9 The Company agrees to adopt and implement procedures reasonably designed to ensure that information concerning the Fund, the Adviser or the Distributor and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is properly marked as “Not For Use With The Public” or “For Broker-Dealer Use Only” and that such information is only so used.
Appears in 3 contracts
Sources: Fund Participation Agreement (Value Line Centurion Fund Inc), Fund Participation Agreement (Value Line Funds Variable Trust), Fund Participation Agreement (Value Line Funds Variable Trust)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter Distributor or their designees so objectthe designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement or profiles Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee or and by the UnderwriterDistributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Underwriter Distributor or the designee of either.
4.3. The Fund and the Underwriter, or their designee, either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments Separate Accounts are named at least 15 days prior to the Fund, the Underwriter, or their designee within ten Business Days after receipt anticipated use of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVSection 6, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Fund Participation Agreement (Symetra SEPARATE ACCOUNT C), Fund Participation Agreement (Retiremap Variable Account), Fund Participation Agreement (Kansas City Life Variable Annuity Separate Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least five Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) five Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right Company and its agents shall be entitled to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, materials after five Business Days following submission to the Underwriter or their designees so objectits designee if no comments have been received.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least five Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within five Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will use its best efforts to provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Participation Agreement (Guardian Separate Account K), Participation Agreement (Guardian Separate Account K), Participation Agreement (Guardian Separate Account K)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, Fund or its designee and the Underwriter, Adviser or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee and by the Adviser or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Fund, Fund or its designee and the Underwriter, or their designees Adviser and its designee reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, Fund or its designee or the Underwriter Adviser or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee and the Adviser or by the Underwriterits designee, except with the permission of the Fund or its designee and of the Underwriter or the designee of eitherAdviser and its designee.
4.3. The Fund and the UnderwriterAdviser, or their designeerespective designees, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall promptly provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the Designated a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 3 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, a Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) its investment adviser or the Adviser or the Underwriter its underwriter is named, at least ten Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the a Fund or concerning the a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund that Fund's shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the that Fund, or in sales literature or other promotional material approved by the that Fund or its the Distributor or the designee or by the Underwriterof either, except with the permission of the Fund or the Underwriter Distributor or the designee of either.
4.3. The 4.3 Each Fund and the UnderwriterDistributor, or their designee, the designee of either shall furnish, or shall cause to be furnished, to the CompanyCompany or their designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or their Account(s) is named at least ten Business Days prior to its Account is named, and no use. No such material shall be used if the Company so objectsor their designee object to such use within ten Business Days after receipt of such material.
4.4. The 4.4 Each Fund and the Underwriter Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the an Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its their designee, except with the permission of the Company.
4.5. The 4.5 Upon request, each Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to a Fund or its shares.
4.6 Upon request, the Company will provide each 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, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material materials published, or designed for use inuse, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature literature, (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, materials and any other communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNASD rules, the 1940 Act, the 1933 Act, or rules thereunder.
Appears in 2 contracts
Sources: Participation Agreement (Riversource Variable Account 10), Participation Agreement (Riversource of New York Variable Annuity Account)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments to the Company such use within ten fifteen (1015) Business Days after receipt of such material. The Fund, the Adviser, the Underwriter, or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Adviser, the Underwriter, or their designees its designee so objectobjects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the express written permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee objects or provides comments to the Fund, the Underwriter, or their designee such use within ten fifteen (15) Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the express written permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or the any Account, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings, electronic or other public pubic media)), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any other communications distributed material change in the Fund’s registration statement or made generally available with regard prospectus, particularly any change resulting in a change to the Fundregistration statement or prospectus for any Account. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Life Insurance Co Separate Account A), Participation Agreement (Variable Annuity Life Insurance Co Separate Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The FundIf the Fund or its designee does not comment or disapprove such material within 10 days of receipt of such material, the Underwriter, material will be deemed approved. The Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. If the Company does not comment or disapprove such material within 10 days within 10 days of receipt of such material, the material will be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account I of Integrity Life Insurance Co), Participation Agreement (Separate Account I of National Integrity Life Ins Co)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops or uses and in which the Fund (or a Designated Portfolio thereof) or the Adviser Funds or the Underwriter is named, at least fifteen (15) calendar days prior to its use. No such material shall be used until approved by the Fund, if the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments reasonably object to the Company such use within ten fifteen (1015) Business Days calendar days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is namedmaterial, and no such material shall be used if the Fund, the Underwriter or their designees its designee so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the a Fund or concerning the a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI Statement of Additional Information ("SAI") for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Adviser or Underwriter, except with the permission of the Fund or the Adviser, Underwriter or the designee of eitherFund, or their designee.
4.3. 4.3 The Fund Adviser and the Underwriter, or their designee, shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature or other promotional material that it they develop or use or a Fund develops or uses and in which the Company, and/or its Account, is namednamed at least fifteen (15) calendar days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days fifteen (15) calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Adviser and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, the Contracts, or the Contracts any certificates thereunder other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contractsany certificates thereunder, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.5 The Underwriter shall provide the Company with as many printed copies of the current prospectus, current SAI, supplements, proxy statements, and annual or semi-annual reports of each Fund as the Company may reasonably request to deliver to current or prospective Contract owners. The Underwriter will pay or cause to be paid the expenses and postage associated with providing such documentation to the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documents (including a "camera-ready" copy of such documents as set in type, a diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the Company's website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements, proxy statements, and annual or semi-annual reports for the Contracts and the Fund printed together in a single document, posted on the Company's website, or produced in a digital format such as CD-ROM. The Underwriter will pay or cause to be paid a pro rata portion of the expenses associated with such digital reproduction or printing and providing such document, such portion to be determined with reference to the number of pages attributable to the Fund's documents relative to the total number of pages of the single document. The parties agree that in no event will the Underwriter's pro rata portion of the expenses associated with digital reproduction or with printing and providing a single document exceed the expenses incurred by the Underwriter with printing and providing Fund documents separately.
4.6 The Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersmaterials sent to all shareholders, and all amendments or supplements to any of the above, that relate to the Fund Funds or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company Underwriter will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by promptly notify the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, of any applications for exemptions, requests for no-action letters, and all amendments to any of the above, filed with the SEC or other regulatory authorities that relate to the Funds or their shares.
4.7 The Company will provide to the Underwriter at least one complete copy of all reports, solicitations for voting instructions, sales literature and other promotional materials, if any, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.8 For purposes of this Article IV, the phrase "sales literature and other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), or electronic or other public media), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Aul American Unit Trust), Participation Agreement (Aul American Individual Variable Life Unit Trust)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the FundFund or its designee, the Underwriter, or their designeesat least fifteen business days prior to first use, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and the Underwriter, or their designee, shall furnish, or shall cause to be be, furnished, to the Company, at least fifteen business days prior to first use, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, or the Contracts, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account Account, or the Contracts, is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) with the SEC or other regulatory authorities. The Fund will provide to the Company any complaints filed with the SEC received that pertain to the Company, the Account, or the Contracts.
4.6. 4.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after contemporaneously with the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated PortfolioPortfolio filed with the SEC.
4.7. 4.7 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.8 For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), and sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), distributed or made generally available to customers or to the public, educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Transamerica Corporate Separate Account Sixteen), Participation Agreement (WRL Series Life Corporate Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesthe Adviser is named, at least ten Business Days prior to its use. Materials not approved or disapproved within ten Business Days after receipt shall be deemed approved. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Company and/or its Accountseparate account(s), is namednamed at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company Fund or its designee so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerabove.
4.8. For purposes of this Article IVAgreement, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNational Association of Securities Dealers, Inc. or FINRA rules, the 1940 Act or the 1933 Act. .
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter Trust or their designeesits designee. The Fund, the Underwriter, Trust or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Trust or its designee objects or provides comments comment to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriter, except with the permission of the Fund Trust or the Underwriter or the designee of either.
4.3. The Fund Trust and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments comment to the FundTrust, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Trust or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter any complaints received from the Contract owners pertaining to the Fund Trust or the Designated PortfolioFund.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the FundTrust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Trust or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the FundTrust.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A), Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesdesignee, each piece of sales literature or other promotional material that prepared by the Company, AGSI or any person contracting with the Company develops and or AGSI in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no at least ten Business Days prior to its use. No such material shall be used if the Fund, the Adviser, the Underwriter or their designees so objectdesignee reasonably objects to such use within ten Business Days after receipt of such material.
4.2. The Neither the Company, AGSI nor any person contracting with the Company or AGSI shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesProspectus, as such registration statement and profiles and prospectus or SAI Fund Prospectus may be amended or supplemented from time to time, or in reports Reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and prepared by the Fund in which the CompanyCompany or its Accounts, and/or are named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Neither the Fund and nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Contracts, other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, statement or SAI prospectus may be amended or supplemented from time to time, or in published reports or solicitations for the voting instruction for each Account which are in the public domain or approved by the Company for distribution to Contract ownersParticipants, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company shall 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 Underwriter any complaints received from the Contract owners pertaining above, that relate to the Fund investment in an Account or Contract, contemporaneously with the Designated Portfoliofiling of such document with the Securities and Exchange Commission or other regulatory authorities.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fundfollowing: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (American General Life Insurance Co of New York Separ Acct E), Participation Agreement (American General Life Insurance Co of New York Separ Acct E)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments to the Company such use within ten fifteen (1015) Business Days after receipt of such material. The Fund, the Adviser, the Underwriter, or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Adviser, the Underwriter, or their designees its designee so objectobjects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the express written permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountSeparate Account(s), is namednamed at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee objects or provides comments to the Fund, the Underwriter, or their designee such use within ten fifteen (15) Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Separate Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Separate Account which that are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the express written permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or the any Separate Account, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings, electronic or other public pubic media)), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any other communications distributed material change in the Fund's registration statement or made generally available with regard prospectus, particularly any change resulting in a change to the Fundregistration statement or prospectus for any Separate Account. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
Appears in 2 contracts
Sources: Participation Agreement (Agl Separate Account Vl-R), Participation Agreement (Usl Separate Account Usl Vl-R)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter Distributor or the designee of either.
4.3. The Fund and either approve the Underwriter, material or their designee, shall furnish, or cause to be furnished, to do not respond with comments on the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after 10 days from receipt of such the material. The Company Investment Company, the Distributor, or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Investment Company and/or its Account or the Adviser or the Distributor is named, and no such material shall be used if the Investment Company, the Distributor, or its designee so object.
(b) The Insurer agrees that neither it nor any of its affiliates or agents shall give any information or make any representations or statements on behalf of the Investment Company or concerning the Investment Company other than the information or representations contained in the Registration Statement or prospectus for the Investment Company shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Investment Company, or in sales literature or other promotional material approved by the Investment Company or its designee and by the Distributor or its designee, except with the permission of the Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Distributor or the designee of either shall furnish to the Insurer or its designee, each piece of sales literature or other promotional material in which the Insurer or its Separate Accounts are named at least 15 days prior to the anticipated use of such material, and no such material shall be used unless the Insurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material. The Insurer reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Insurer or the Separate Accounts or the Variable Contracts are named, and no such material shall be used thereafter if the Insurer so objects.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, SAIs, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authority. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any notice of order relating thereto and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authoritiesFINRA.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVSection 6, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material material, that is published, or designed for use inused in any electronic or other public media, a including any Web site, newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or telephone directories (other public mediathan routine listings)), sales literature (i.e., such as any written or electronic communication that is generally distributed or made generally available to customers or the public, including brochures, circulars, research reports, market lettersperformance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints (that are not independently prepared reprints) or excerpts of any other advertisement, sales literature, or published article, and press releases concerning the Distributor’s products or services)), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Fund Participation Agreement (Country Investors Variable Annuity Account), Fund Participation Agreement (Country Investors Variable Life Account)
Sales Material and Information. 4.1. 3.1 The Company shall or Contract Distributor, as the case may be will use its best efforts to ensure that sales literature and other promotional material prepared by it or on its behalf in which the Trust, a Fund, any investment adviser or subadviser to any Fund or the Distributor (in its capacity as principal underwriter of the Trust shares) is named, conforms to all requirements of all applicable federal and state laws and rules and regulations, including all applicable rules and regulations of FINRA.
3.2 The Company or Contract Distributor, as the case may be will furnish, or shall will cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter Distributor is named, other than listing the Fund name and objective. No such material shall be used until approved by the FundTrust or its designee, and the Underwriter Trust or their designees. The Fund, the Underwriter, or their designees its designee will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so objectobjects.
4.2. 3.3 The Company shall or Contract Distributor, as the case may be will not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser or the Underwriter Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund Trust shares, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission written approval of the Fund Trust or its designee.
3.4 The Trust will use its best efforts to ensure that sales literature and other promotional material prepared by it or on its behalf in which a Company, the Accounts or the Underwriter or the designee Contracts are named, conforms to all requirements of eitherall applicable federal and state laws and rules and regulations, including all applicable rules and regulations of FINRA.
4.3. 3.5 The Fund Trust and the UnderwriterDistributor, or their designee, shall will furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 3.6 The Fund and the Underwriter shall Trust will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Account, Accounts or the Contracts in connection with the sale of Trust shares other than the information or representations contained in a the registration statement and prospectus (which shall include an offering memorandumstatements, if any, if the Contracts issued by the Company prospectuses or interests therein are not registered under the 1933 Act), or SAI statements of additional information for the Contracts, as such registration statementstatements, prospectus, or SAI prospectuses and statements of additional information may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the a Company for distribution to Contract owners, or in sales literature or other promotional material approved by the a Company or its designee, except with the written permission of the CompanyCompany or its designee.
4.5. 3.7 The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder annual, semi-annual and other reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments or supplements to any of the aboveforegoing, that relate to the Trust or any Fund or its shares, promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority. The copies required by this paragraph may be in the form of electronic documents (e.g., Word, PDF, or similar formats) or hyperlinks to electronic documents.
4.6. The 3.8 Upon request, the Company will provide to the Fund or the Underwriter Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsstatements of additional information, shareholder annual, semi-annual and other reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, letters and all any amendments to any of the aboveforegoing, that relate to the its Contracts or the Account, any of its Accounts promptly after the filing of each such document(s) document with the SEC or any other regulatory authoritiesauthority. The Company shall will provide to the Fund Trust and the Underwriter Distributor any complaints received from the Contract owners pertaining to the Fund Trust or a Fund. The copies required by this paragraph may be in the Designated Portfolioform of electronic documents (e.g., Word, PDF, or similar formats) or hyperlinks to electronic documents.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV3.9 As used herein, the phrase "“sales literature and other promotional materials" 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 material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs sign or billboardsbillboard, motion pictures, picture or other public mediamedium), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, .
3.10 The Parties each agree and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard acknowledge that it has no rights to the Fundname, logo, brand or ▇▇▇▇ of the other Party or its affiliates and that all use of any designation comprised in whole or part of any such name, logo, brand or ▇▇▇▇ by a Party is prohibited without the prior written consent of the other Party, unless use is required under applicable law. Upon termination of this Agreement for any reason, each Party shall cease all use of the other Party’s name, logo, brand or ▇▇▇▇ as soon as reasonably practicable.
Appears in 2 contracts
Sources: Participation Agreement (Jefferson National Life of New York Annuity Account 1), Participation Agreement (Jefferson National Life Annuity Account G)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Distributor or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser, or the Adviser Distributor, or the Underwriter is any affiliate thereof, are named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Distributor or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. (b) The Company Insurer shall not give any information or make any representations or statements on behalf of the Fund Fund, the Adviser, or any affiliate thereof or concerning the Fund or the Adviser or the Underwriter any other such entity in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Distributor or its designee or by the Underwriterdesignee, except with the permission of the Fund Distributor or the Underwriter or the designee of eitherits designee. The Distributor and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.3. (c) The Fund and Adviser, the UnderwriterDistributor, or their designee, respective designees shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer, and/or the Contracts Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its Account, is nameduse. No such material shall be used until approved by if the Company. The Company will be deemed Insurer or its designee reasonably objects to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee use within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. (d) The Fund Adviser and the Underwriter Distributor shall not give any information or make any representations or statements on behalf of the Company Insurer, the Contracts Distributor, or any affiliate thereof or concerning the Company, Insurer or any other such entity in connection with the Account, sale of shares of the Portfolio(s) or the Contracts other than the information or representations contained in a the registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the ContractsSeparate Account, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersSeparate Account, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer or its designee. The Insurer and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.5. (e) The Fund will provide parties hereto agree that this Section 4.7 is not intended to designate or otherwise imply that the Company at least one complete copy Insurer is an underwriter or distributor of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannershares.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account 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, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least five Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) five Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right Company and its agents shall be entitled to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, materials after five Business Days following submission to the Underwriter or their designees so objectits designee if no comments have been received.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least five Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within five Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will use its best efforts to provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co), Participation Agreement (Guardian Separate Acct N of the Guardian Ins & Annuity Co)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless within ten days after receipt of such material. Notwithstanding the Fund foregoing, such material shall be deemed approved if sent via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (or its designee objects or provides comments such other address as is provided by Distributor’s compliance personnel to the Company Company) and not objected to within ten (10) Business Days days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or Fund, a Designated Portfolio, the Adviser or the Underwriter Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles applicable Prospectus or prospectus or applicable SAI for the Fund shares, as such registration statement and profiles and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterDistributor for use with the public, except with the written permission of the Fund or the Underwriter Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the UnderwriterDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if not objected to within ten days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, summary and/or statutory prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptionsexemptions to the extent material to the Company, requests for no-action lettersletters to the extent material to the Company, and all amendments or supplements to any of the above, that relate to the Fund or its shares, shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccount and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Distributor any complaints received from the Contract owners pertaining to the Fund or the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Jefferson National Life of New York Annuity Account 1), Participation Agreement (Virtus Variable Insurance Trust)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Fund, any Portfolio, the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Adviser, the Underwriter, or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or Fund, any Portfolio, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Adviser, the Underwriter, or their designees its designee so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen Business Days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company objects or provides comments its designee object to the Fund, the Underwriter, or their designee such use within ten fifteen Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder 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 or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide .
4.7 For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other pubic media), sales literature (i.e., any written or electronic communication distributed or made generally available to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund customers or the Designated Portfoliopublic, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees.
4.7. 4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statementstatement or prospectus, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statementstatement and prospectus, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ayco Series Trust), Participation Agreement (Ayco Series Trust)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or the Underwriter. The Fund and the Underwriter will use reasonable best efforts to provide the Company with written response within ten Business Days of receipt of such materials. Any piece which merely names the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will Adviser as participating in the Variable Insurance Products may be deemed to have approved such sales literature or promotional material unless used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerabove.
4.8. For purposes of this Article IVAgreement, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Van Eck Worldwide Insurance Trust), Participation Agreement (Minnesota Life Variable Universal Life Account)
Sales Material and Information. 4.1. CSAMSI will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains an Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five- year, and ten year (or life of the Designated Portfolio) periods. The Company shall furnishmay, based on the SEC mandated information supplied by CSAMSI, prepare communications for contractowners ("Contractowner Materials"). The Company will provide copies of all Contractowner Materials concurrently with their first use for CSAMSI's internal recordkeeping purposes. It is understood that neither CSAMSI nor any Designated Portfolio will be responsible for errors or omissions in, or shall cause to be furnishedthe content of, Contractowner Materials except to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material extent that the Company develops and in which the Fund (error or a Designated Portfolio thereof) omission resulted from information provided by or on behalf of CSAMSI or the Adviser or the Underwriter Designated Portfolio. Any printed information that is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments furnished to the Company within ten pursuant to this Agreement other than each Designated Portfolio's prospectus or statement of additional information (10) Business Days after receipt or information supplemental thereto), periodic reports and proxy solicitation materials is CSAMSI's sole responsibility and not the responsibility of such materialany Designated Portfolio or the Fund. The FundCompany agrees that the Portfolios, the Underwriter, shareholders of the Portfolios and the officers and governing Board of the Fund will have no liability or their designees reserve the right to reasonably object responsibility to the continued use of any such sales literature or other promotional material Company in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so objectthese respects.
4.2. The Company shall will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund shares, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature published reports for the Fund which are in the public domain or other promotional material approved by the Fund or its designee CSAMSI for distribution, or in sales literature or other material provided by the Fund, the Adviser or by the UnderwriterCSAMSI, except with the permission of the Fund or the Underwriter or the designee of either.
4.3CSAMSI. The Fund and the Underwriter, or their designee, shall Company will furnish, or will cause to be furnished, to the CompanyFund, the Adviser or CSAMSI, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its Account, Account is named, at least ten (10) business days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which requires the Company and/or its Account is named, and no such material shall permission of CSAMSI prior to use will be used if CSAMSI reasonably objects to such use within five (5) business days after receipt. Nothing in this Section 4.2 will be construed as preventing the Company so objectsor its employees or agents from giving advice on investment in the Fund.
4.44.3. The Fund Fund, the Adviser and the Underwriter shall CSAMSI will not give any information or make any representations or statements on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the Contracts, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Account Contracts which are in the public domain or approved by the Company for distribution to Contract ownerscontractowners, or in sales literature or other promotional material approved provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. The Fund, the Adviser or CSAMSI will furnish, or will cause to be furnished, to the Company or its designee, except with each piece of sales literature or other promotional material in which the permission Company or its Account is named at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) business days after receipt of the Companysuch material.
4.54.4. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additions information, shareholder reports, proxy statements, sales literature reports and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, material filing that relate relates to the Fund or its shares, promptly after the filing of such document(s) document with the SEC SEC, the NASD or other regulatory authoritiesauthority.
4.64.5. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsstatements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-no action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC SEC, the NASD or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioauthority.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.84.6. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public mediamedia (e.g., on-line networks such as the Internet or other electronic messages)), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, advertisements sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsstatements of additional information, shareholder reports, proxy materials, materials and any other communications distributed material constituting sales literature or made generally available with regard advertising under the NASD rules, the 1933 Act or the ▇▇▇▇ ▇▇▇.
4.7. The Fund and CSAMSI hereby consent to the FundCompany's use of the names Warburg, ▇▇▇▇▇▇ Trust Global Post-Venture Capital Portfolio, or other Designated Portfolio, in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will continue only as long as any Contracts are invested in the relevant Designated Portfolio.
Appears in 2 contracts
Sources: Participation Agreement (Usl Separate Account Usl Vl-R), Participation Agreement (Agl Separate Account Vl R)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, its Advisers or the Adviser or the Underwriter Sponsor is named, at least ten Business 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 until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The FundIn connection with the identification of the Portfolios in any such material, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature the Sponsor's name or other promotional material in which identification of the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material Portfolios shall be used if the Fund, the Underwriter given no greater prominence than any other mutual fund or their designees so objectportfolio selection offered in a Variable Insurance Product that is a variable annuity product.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterSponsor, except with the permission of the Fund or the Underwriter Sponsor or the designee of either.
4.3. 4.3 The Fund and the UnderwriterFund, Sponsor, Distributor or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or an Account is named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Fund, the Distributor and the Underwriter Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the ContractsVariable Insurance Products, as such registration statement, prospectus, or SAI prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after prior to or contemporaneously with the filing of such document(s) each document with the SEC or other regulatory authorities. .
4.6 The Company shall will provide to the Fund at least one complete copy of all prospectuses, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemption, requests for no-action letters, and all amendments to any of the above, that relate to the Variable Insurance Products or each Account, prior to or contemporaneously with the filing of such document with the SEC or other regulatory authorities.
4.7 The Company and the Underwriter Fund shall also each promptly inform the other of the results of any complaints received from examination by the Contract owners pertaining SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the Designated Portfolioparty 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. 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 Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund and the Sponsor will work cooperate with the Company so as to enable the Company to solicit proxies voting instructions from Contract ownersowners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.9 For purposes of this Article IV, the phrase "sales literature and other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the publiccustomers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articlearticles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (JPL Separate Account B of Jefferson Pilot Lifeamerica Ins Co), Participation Agreement (JPF Separate Account a of Jefferson Pilot Financial Ins Co)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Fund’s distributor is named. No such material shall be used until approved by the FundAdviser, the Underwriter Fund or their designees. The Fundits designee (as applicable), and the Underwriter, Fund or their designees Adviser (as applicable) will be deemed use its best efforts for it or its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten seven (107) Business Days after receipt of such material. Materials not approved or disapproved within seven (7) Business Days shall be deemed approved. The FundAdviser, the Underwriter, Fund or their designees reserve its designee (as applicable) reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Fund’s distributor is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Adviser or the Fund or concerning the Fund or the Adviser or the Underwriter Fund’s distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Adviser, the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Accountone of the Accounts, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten seven (7) Business Days after receipt of such material. Materials not approved or disapproved within seven (7) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is Accounts are named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account Accounts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccounts, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the Designated a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statementstatement relating to a Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerannual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities. The Fund will make a good faith effort to notify the Company shall of any impending changes to its methods of operation (including, but not limited to, fees and expenses and investment policies).
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, 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 Underwriter any complaints received from the Contract owners pertaining above, that relate to the Fund Contracts or the Designated PortfolioAccount, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and . Sales literature or other promotional material does not include material which does not mention the Fund or any other communications distributed or made generally available with regard to the Fundof its affiliated companies.
Appears in 2 contracts
Sources: Participation Agreement (New England Variable Account), Participation Agreement (New England Variable Life Separate Account)
Sales Material and Information. 4.1. 6.1 The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated any Portfolio thereof) or the Adviser its investment adviser or the Underwriter Distributor is namednamed at least 15 days prior to the anticipated use of such material, and no such sales literature or other promotional material shall be used if unless the Fund, Fund and the Underwriter Distributor or their designees so objectthe designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. 6.2 The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles Registration Statement or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or and by the UnderwriterDistributor or its designee, except with the permission of the Fund or its designee and the Underwriter Distributor or its designee.
6.3 The Fund or the Distributor or the designee of either.
4.3. The Fund and the Underwriter, or their designee, either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments Separate Account B are named at least 15 days prior to the Fund, the Underwriter, or their designee within ten Business Days after receipt anticipated use of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. 6.4 The Fund and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Account B, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the such Variable Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Separate Account which are in the public domain B 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. 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, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature statements and other promotional voting solicitation materials, applications for exemptions, requests for no-action letters, and all amendments or and supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. 6.6 The Company Insurer will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action 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 Separate Account B which utilize the AccountFund as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioauthority.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 6.7 For purposes of this Article IVVI, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use inuse, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Fund Participation Agreement (American Fidelity Separate Account B), Fund Participation Agreement (American Fidelity Separate Account C)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company shall 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 Underwriter any complaints received from the Contract owners pertaining above, that relate to the Fund Contracts or each Account, contemporaneously with the Designated Portfoliofiling of such document with the Securities and Exchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Allmerica Select Sep Acct Ii of Allmerica Fin Life Ins Co), Participation Agreement (National Variable Annuity Account Ii)
Sales Material and Information. 4.1. The 4.1 Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature Sales Literature or other promotional material Other Promotional Materials that the Company or persons under its authorization or control develops or uses and in which the Fund (a) a trademark of Underwriter appears or is shown or (b) a Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used by Company if the Underwriter reasonably objects to such use within ten calendar days after receipt of such material. Underwriter reserves the right to reasonably object to the continued use of such material, and no such material shall be used by Company if the FundUnderwriter so objects. All such use by Company or persons under its authorization or control of such material shall be in accordance with Underwriter’s reasonable policies regarding advertising and trademark use. Underwriter, in its sole discretion from time to time, may change the appearance and/or style of its trademarks. Company acknowledges and agrees that (i) Underwriter has the rights to license its trademarks, (ii) Company has no rights, title or their designees so objectinterest in or to Underwriter’s trademarks, (iii) Underwriter acknowledges that from time to time, Company may include the names of the Underwriter, Adviser and Trust as well as Underwriter’s trademarks in Sales Literature or Other Promotional Materials subject to the requirements set out above and (iv) all use of such trademarks by Company shall inure to the benefit of Underwriter. Company shall not apply for registration of a trademark that is confusingly similar or identical to any of Underwriter’s trademarks anywhere in the world. Upon the expiration or termination of this Agreement. Company shall cease using the trademarks of Underwriter except as the parties may agree in writing.
4.2. 4.2 The Company and its affiliates shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser or the Underwriter Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature Sales Literature or other promotional material Other Promotional Materials approved by the Fund Trust or its designee or by the Underwriter, except with the permission of the Fund Trust or the Underwriter or the designee of either.
4.3. 4.3 The Fund and the Trust, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature Sales Literature or other promotional material that it develops and Other Promotional Materials in which the Company, and/or its Account, is namednamed at least ten calendar days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Tiaa Cref Life Separate Account Va-1), Participation Agreement (Tiaa-Cref Life Separate Account Vli-1)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the -7- Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account B of Golden American Life Insurance Co), Participation Agreement (Separate Account Ny-B of First Golden Amer Life Ins Co of Ny)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the FundTrust, the Underwriter, Advisor or their designeesDistributor or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Trust, the Advisor or the Adviser Distributor is named and which the form of such material has not been previously reviewed by the Trust, Advisor or the Underwriter is namedDistributor, at least 10 Business Days prior to its use. No such material shall be used until approved by if the FundTrust, the Underwriter Advisor, the Distributor or their designees. The Fund, designee reasonably objects to such use no later than three business days before the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt intended use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. The Company Except with the permission of the Trust, Distributor or Advisor or their designee, the Company, its affiliates and agents shall not give any information or make any representations or statements on behalf of the Fund Trust, the Distributor or the Advisor or concerning the Fund Trust, the Distributor or the Adviser or the Underwriter in connection with the sale of the Contracts Advisor, other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the UnderwriterDistributor. This shall not apply to independently created information based on Trust, except with Distributor or Advisor information otherwise allowable under this paragraph, but in no case shall the permission of Company, its affiliates and agents give such information or make such statements in a context that causes the Fund information, representations or the Underwriter statements to be false or the designee of eithermisleading.
4.3. The Fund and the UnderwriterTrust, Advisor or their designee, Distributor shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, an Account or Contract is named. No named and which the form of such material shall be used until approved has not been previously reviewed by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within at least ten Business Days after receipt of such materialprior to its use. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no No such material shall be used if the Company so objectsor its designee reasonably objects to such use no later than three business days before the intended use of such material.
4.4. The Fund Except with the permission of the Company or its designee, the Trust, the Advisor, and the Underwriter Distributor, as well as their affiliates and agents, shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee. This shall not apply to independently created information based on Company, except with Account or Contract information otherwise allowable under this paragraph, but in no case shall the permission of Trust, Distributor, Advisor, their affiliates and/or agents give such information or make such statements in a context that causes the Companyinformation, representations or statements to be false or misleading.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Trust or the Accountits shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Upon request, the Company shall will provide to the Fund Trust at least one complete copy of all sales literature and other promotional materials promptly after the Underwriter any complaints received from filing of such document with the Contract owners pertaining to the Fund SEC or the Designated Portfolioother regulatory authorities.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund Trust, Advisor, Distributor, Company or any affiliate of their respective designee in the Fundsame or similar context: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fundbut shall not include institutional sales communications.
Appears in 2 contracts
Sources: Participation Agreement (MTB Funds), Participation Agreement (MTB Funds)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. The Underwriter will use its best efforts to review materials within a shorter time period as the Company will have requested in a letter accompanying such material. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnishedFurnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company shall 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 Underwriter any complaints received from the Contract owners pertaining above, that relate to the Fund Contracts or each account, contemporaneously with the Designated Portfoliofiling of such document with the Securities and Exchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other 110 promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or for billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Life of Virginia Separate Account 4), Participation Agreement (Life of Virginia Separate Account Ii)
Sales Material and Information. 4.1. The Company is hereby granted a non-exclusive, royalty-free, worldwide license to use, print, broadcast and otherwise display in any print or electronic medium the Fund's, Distributor's and Adviser's service marks, trade names and logos in sales literature or other promotional material created and published by the Company with respect to Contracts, provided such use in print, broadcast or other display conforms to such written guidelines, if any, provided by the Fund or Distributor.
4.2. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material; provided, however, that the Company may begin using such material if the Fund or its designee fails to review or respond within such period. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so object.
4.24.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning concern int!. the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statutory prospectus or SAI ▇▇▇ for the Fund shares, as such registration statement and profiles and statutory prospectus or SAI ▇▇▇ may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, . or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material.
4.34.4. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, . each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material; provided, however, the Fund and the Underwriter may begin using such material if the Company or its designee fails to review or respond within such period. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI ▇▇▇ may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the prior permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, statutory prospectuses, SAIsSAls, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Underwriter.
4.7. The Company shall provide to the Fund and the Underwriter any material complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for For use in, in a newspaper, magazine, or other periodical, radio, television, telephone telephone, Internet, or tape recording, videotape display, signs or billboardssigns, motion picturesvideo streams, computerized media, websites or other public media), sales literature or other promotional material (i.e., any written communication distributed or made generally available to key firms, customers or the public, including brochures, circulars, pitch books, information provided on a website, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, sale literature or published articleother promotional material), educational or training materials or other communications distributed or made generally generally/ available to some or all agents agents, wholesalers or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Talcott Resolution Life Insurance Co Separate Account Seven), Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust or its designee, and the Underwriter Trust will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust, a Portfolio or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Portfolio shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for a Portfolio or the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission of the Fund Trust or the Underwriter or the designee of eitherits designee.
4.3. The Fund Trust and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within five (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Upon request, the Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Upon request, the Company will provide to the Fund or the Underwriter Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund Trust or the Designated a Portfolio.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's Trust’s registration statementstatement pertaining to a Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such Portfolio prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI SA! may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsSA Is, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.literature(~, any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsSA Is, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Separate Account No. 70), Participation Agreement (Separate Account No. 70)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter Fund or their designeesits designee. The Fund, the Underwriter, Fund or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Adviser, the Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Adviser, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops (and/or its affiliates) develop(s) and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Fund, the Underwriter, Company shall be responsible for any required regulatory filings of sales literature or their designees reserve promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Portfolio, or the Adviser or the Underwriter Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or applicable prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterDistributor for use with the public, except with the written permission of the Fund or the Underwriter Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the UnderwriterDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the Designated a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statementstatement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Virtus Variable Insurance Trust), Participation Agreement (Virtus Variable Insurance Trust)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesits designee. The Fund, the Underwriter, Underwriter or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their its designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, 4.1 Insurer will provide to the FundFund at least one (1) complete copy of all prospectuses, the Underwriterdisclosure memoranda, or their designeesreports, each piece of sales literature or and other promotional material that the Company develops materials, applications for exemptive relief, requests for no action letters, and all amendments, if any in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designeesits designee to review such material within five (5) Business Days after receipt. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company 4.2 Insurer shall not give any information or make any representations or statements regarding or on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter or any of its affiliates in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. 4.3 The Fund and the Fund, Underwriter, or their designee, respective designee(s) shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Insurer and/or its Account, separate account(s) is named. No such material shall be used until approved by Insurer, and the Company. The Company Insurer will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such materialreceipt. The Company insurer reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or Insurer or its Account separate accounts is named, and no such material shall be used if the Company Insurer so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company prospectuses or interests therein are not registered under the 1933 Act), or SAI disclosure memoranda for the Contracts, as such registration statement, prospectus, or SAI documents may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company Insurer for distribution to Contract owners, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer.
4.5. The 4.5 Upon request, the Fund will provide to the Company Insurer at least one (1) complete copy of all registration statements, profiles, prospectuses, SAIsSAI, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.6 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundUnderwriter or its designee, and the Underwriter will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the a Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the a Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the a Fund, or in sales literature or other promotional material approved by the a Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the Underwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its an Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the an Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated a Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the a Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable facilitate the Company to solicit solicitation of proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust or its designee, and the Underwriter Trust will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission of the Fund Trust or the Underwriter or the designee of eitherits designee.
4.3. The Fund Trust and the UnderwritertheUnderwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter any complaints received from the Contract owners pertaining to the Fund Trust or the a Designated Portfolio.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the FundTrust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable facilitate the Company to solicit solicitation of proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesUnderwriter. The Fund, the Underwriter, or their designees Underwriter will be deemed to have approved such sales literature or promotional material unless the Fund or its designee it objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve Underwriter reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. The Company understands that, in the ordinary course, the Funds update their registration statements, including their prospectuses, 60 days following the close of their fiscal year ends, which are disclosed on Schedule B.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the FundTrust, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust, the Underwriter or their designees. The FundTrust, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Trust or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The FundTrust, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the FundTrust, the Underwriter or their designees so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriter, except with the permission of the Fund Trust or the Underwriter or the designee of either.
4.3. The Fund Trust and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the FundTrust, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Trust or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter any complaints received from the Contract owners pertaining to the Fund Trust [or the Designated PortfolioFund].
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the FundTrust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Trust or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the FundTrust.
Appears in 2 contracts
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D), Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesthe Adviser is named, at least ten Business Days prior to its use. Materials not approved or disapproved within ten Business Days after receipt shall be deemed approved. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Company and/or its Accountseparate account(s), is namednamed at least ten Business Days prior to its use. No such material shall be used until Materials not approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee disapproved within ten Business Days after receipt of such materialshall be deemed approved. The Company or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company Fund or its designee so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerabove.
4.8. For purposes of this Article IVAgreement, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed material constituting sales literature or made generally available with regard to advertising under the FundNational Association of Securities Dealers, Inc. or FINRA rules, the 1940 Act or the 1933 Act.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Underwriter. is named. No such material .material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material within ten Business Days after receipt of such material. In the event that the Company's sales literature or other promotional materials merely recite the name of the Fund (or Designated Portfolio thereof) or the Adviser or the Underwriter in conjunction with such entity's logo, the Company shall be deemed to have permission to use such materials unless the Fund or its designee the Underwriter objects or provides comments to the Company such use within ten (10) Business Days after receipt receiving the materials, provided such materials are identified as only reciting the name of such materialthe entity and logo and, as such, require ten Business Day review. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the the' Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.!&., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 2 contracts
Sources: Participation Agreement (Principal Life Insurance Co Variable Life Sep Account), Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments to the Company such use within ten fifteen (1015) Business Days after receipt of such material. The Fund, the Adviser, the Underwriter, or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Adviser, the Underwriter, or their designees its designee so objectobjects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the express written permission of the Fund or the Underwriter or the designee of either.
4.3. 4.3 The Fund and Fund, the Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or its AccountAccount(s), is namednamed at least fifteen (15) Business Days prior to its use. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee objects or provides comments to the Fund, the Underwriter, or their designee such use within ten fifteen (15) Business Days after receipt of such material. The Notwithstanding that the Company did not initially object, the Company reserves the right to reasonably object at any time thereafter to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used thereafter if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the any Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Account which that are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the express written permission of the Company.
4.5. The 4.5 Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities.
4.6. The 4.6 Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and or other promotional materialsmaterial, applications for exemptions, requests for no-action letters, and notices, orders or responses relating thereto and all supplements and amendments to any of the above, that relate to the Contracts or the any Account, promptly after contemporaneously with the filing of such document(s) with document with, or the issuance of such documents by, the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings, electronic or other public pubic media)), sales literature (i.e., any written or electronic communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, performance reports or summaries, form letters, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials.
4.8 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for the Fund, and of any other communications distributed material change in the Fund's registration statement or made generally available with regard prospectus, particularly any change resulting in a change to the Fundregistration statement or prospectus for any Account. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
Appears in 1 contract
Sales Material and Information. 4.1. 6.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesdesignee, each piece of sales literature or other promotional material that prepared by the Company, any affiliate of the Company develops and or any person contracting with the Company in which the Fund (or a Designated Portfolio thereof) or ), the Adviser Transfer Agent or the Underwriter is nameddescribed, at least ten Business Days prior to its use. No such literature or material shall be used until approved by without prior approval from the Fund, the Underwriter or their designees. The Funddesignee, however, the Underwriter, or their designees failure to object in writing within ten Business days will be deemed approval, provided that the Underwriter confirms that it or its designee received such materials. Such approval process shall not apply to have subsequent usage of materials that are substantially similar to prior approved such materials. The Company shall be responsible for any required regulatory filings of sales literature or promotional material unless the Fund it produces. The Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees its designee so objectobjects.
4.2. The 6.2 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Underwriter or its designee or by the Underwriterdesignee, except with the permission of the Fund or its designee. Without limiting the Underwriter foregoing, listing the Fund or any Portfolio in a list of available investment options under the designee Contracts, without more, shall not be subject to the requirements of eitherthis Section 6.2.
4.3. 6.3 The Fund and the Underwriter, or their designee, Underwriter shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Company or any Separate Account is named, at least ten Business Days prior to its use. No such literature or material shall be used until approved by without prior approval from the Company. The Company or its designee, however, the failure to object in writing within ten Business Days will be deemed approval, provided that the Underwriter or its designee confirms that the Company or its designee received such materials. Such approval process shall not apply to have subsequent usage of materials that are substantially similar to prior approved such materials. The Underwriter or its designee shall be responsible for any required regulatory filings of sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such materialit produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its or a Separate Account is named, and no such material shall be used if the Company or its designee so objects. Without limiting the foregoing, listing the Company or a Separate Account as a principal shareholder of a Portfolio in the Fund’s SAI, without more, shall not be subject to the requirements of this Section 6.3.
4.4. The 6.4 Neither the Fund and nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the 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 Contracts (if applicable), as such registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the 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. 6.5 The Fund Transfer Agent will provide to the Company upon request at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Retail Fund Participation Agreement (Talcott Resolution 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, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesits designee. The Fund, the Underwriter, Underwriter or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their its designee within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Underwriter will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops or uses and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesnamed at least ten Business Days prior to its use. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is namednamed within ten Business Days after receipt of such material, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesShares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or shall cause to be be, furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops or uses and in which the Company, the Account(s) and/or the Contracts are named at least ten Business Days prior to its Account, is named. No such material shall be used until approved by the Companyuse. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their its designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company Company, the Account(s) and/or its Account is namedthe Contracts are named within ten Business Days after receipt of such material, and no such material shall be used if the Company or its designee so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, any prospectuses and SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, Designated Portfolio(s) reasonably promptly after the filing of such document(s) with the SEC or FINRA or other regulatory authorities. Upon request, the Fund will provide to the Company copies of SEC exemptive orders and no-action letters and sales literature and other promotional material that relate to the Designated Portfolios and to the performance of this Agreement by the parties.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, any prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), ▇▇▇▇ ▇▇▇) and SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, Account(s) reasonably promptly after the filing of such document(s) with the SEC or FINRA or other regulatory authorities. Or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. Upon request, the Company will provide to the Fund copies of SEC exemptive orders and no-action letters, solicitations of voting instructions and sales literature and other promotional material that relate to the Contracts or the Account and the performance of this Agreement by the parties. The Company shall use reasonable efforts to provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, internet website (or other electronic media), telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Riversource Variable Account 10)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Fund, the Underwriter or its designee objects their designees object or provides provide comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, and upon request, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and and, if possible, of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements statement for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company shall 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 Underwriter any complaints received from the Contract owners pertaining above, that relate to the Fund Contracts or each Account, contemporaneously with the Designated Portfoliofiling of such document with the Securities and Exchange Commission.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includesincudes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, Statements of Additional Information. shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ameritas Variable Life Insurance Co Separate Account V)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, its Advisers or the Adviser or the Underwriter Sponsor is named, at least ten Business 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 until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Variable Insurance Products other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterSponsor, except with the permission of the Fund or the Underwriter Sponsor or the designee of either, which permission shall not be unreasonably withheld.
4.3. 4.3 The Fund and the UnderwriterFund, Sponsor, Distributor or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Company or an Account is named at least ten Business Days prior to its Account, is nameduse. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless if the Company or its designee reasonably objects or provides comments to the Fund, the Underwriter, or their designee such use within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund Fund, the Distributor and the Underwriter Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts Variable Insurance Products other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the ContractsVariable Insurance Products, as such registration statement, prospectus, or SAI prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract Variable Insurance Product owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after prior to or contemporaneously with the filing of such document(s) each document with the SEC or other regulatory authorities. .
4.6 The Company shall will provide to the Fund at least one complete copy of all prospectuses, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemption, requests for no-action letters, and all amendments to any of the above, that relate to the Variable Insurance Products or each Account, prior to or contemporaneously with the filing of such document with the SEC or other regulatory authorities.
4.7 The Company and the Underwriter Fund shall also each promptly inform the other of the results of any complaints received from examination by the Contract owners pertaining SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the Designated Portfolioparty 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, unless prohibited by law.
4.7. 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 Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund and the Sponsor will work cooperate with the Company so as to enable the Company to solicit proxies voting instructions from Contract ownersowners of Variable Insurance Products, to the extent a solicitation is required by applicable law, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.9 For purposes of this Article IV, the phrase "sales literature and other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the publiccustomers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articlearticles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, and proxy materials.
4.10 The Fund shall provide the Company with such quarterly information reasonably necessary for completion of sales literature or other promotional material (such as fund investment objectives, and any other communications distributed or made generally available with regard to Top 10 Holdings, sector weightings, etc.) no later than 20 days after the Fundend of each quarter.
Appears in 1 contract
Sources: Participation Agreement (Nationwide Provident Vli Separate Account 1)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, ADAMA or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter ADAMA is named. No such material shall be used until approved by the FundADAMA or its designee, the Underwriter and ADAMA will use commercially reasonable efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten seven (107) Business Days after receipt of such material. The Fund, the Underwriter, ADAMA or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund a Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter ADAMA is named, and no such material shall be used if the Fund, the Underwriter ADAMA or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund either Trust or concerning the Fund either Trust or the Adviser or the Underwriter ADAMA in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrusts, or in sales literature or other promotional material approved by the Fund ADAMA or its designee or by the Underwriterdesignee, except with the permission of the Fund ADAMA or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the Underwriter, ADAMA or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use commercially reasonable efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten seven (7) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter ADAMA shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund ADAMA will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, materials and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter ADAMA at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter ADAMA any complaints received from the Contract owners pertaining to the Fund either Trust or the a Designated Portfolio.
4.7. The Fund ADAMA will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Funda Trust's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund ADAMA will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. ADAMA will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company is hereby granted a non-exclusive, royalty-free, worldwide license to use, print, broadcast and otherwise display in any print or electronic medium the Fund's, Distributor's and Adviser's service marks, trade names and logos in sales literature or other promotional material created and published by the Company with respect to Contracts, provided such use in print, broadcast or other display conforms to such written guidelines, if any, provided by the Fund or Distributor.
4.2. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material; provided, however, that the Company may begin using such material if the Fund or its designee fails to review or respond within such period. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so object.
4.24.3. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statutory prospectus or SAI for the Fund shares, as such registration statement and profiles and statutory prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material.
4.34.4. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material; provided, however, the Fund and the Underwriter may begin using such material if the Company or its designee fails to review or respond within such period. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the prior permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, statutory prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructionsproxy 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 Contracts Fund or the Accountits shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Underwriter.
4.7. The Company shall provide to the Fund and the Underwriter any material complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone telephone, Internet, or tape recording, videotape display, signs or billboardssigns, motion picturesvideo streams, computerized media, websites or other public media), sales literature or other promotional material (i.e., any written communication distributed or made generally available to key firms, customers or the public, including brochures, circulars, pitch books, information provided on a website, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, sale literature or published articleother promotional material), educational or training materials or other communications distributed or made generally available to some or all agents agents, wholesalers or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Hartford Life & Annuity Insurance Co Separate Account Seven)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesits designee. The Fund, the Underwriter, Underwriter or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund Transfer Agent and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the FundTransfer Agent, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Transfer Agent and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the any Fund or its shares, promptly within a reasonable time after the filing of such document(s) with the SEC or other regulatory authorities. Upon request, the Underwriter will provide to the Company at least one complete copy of sales literature and other promotional materials that relate to any Fund or its shares, within a reasonable time after such request.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter or the Transfer Agent will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter or the Transfer Agent will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesdesignee, each piece of sales literature or other promotional material that prepared by the Company develops and or any person contracting with the Company in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is nameddescribed, at least five calendar days prior to its use. No such literature or material shall be used until approved by without prior approval from the Fund, the Underwriter or their designees. The Funddesignee, however, the Underwriter, or their designees failure to object in writing within three Business Days will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to approval.
4.2 Neither the Company within ten (10) Business Days after receipt of such material. The Fund, nor any person contracting with the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. 4.3 The Fund and the Underwriter, or their designee, shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Company or any Separate Account is named, at least five calendar days prior to its use. No such literature or material shall be used until approved by without prior approval from the Company. The Company or its designee, however, the failure to object in writing within three Business Days will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objectsapproval.
4.4. The 4.4 Neither the Fund and nor the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the 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 Contracts (if applicable), as such registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the 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. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Retail 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 FundTrust, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust, the Underwriter or their designees. The FundTrust, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Trust or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The FundTrust, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio Fund thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the FundTrust, the Underwriter or their designees so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund Trust or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriter, except with the permission of the Fund Trust or the Underwriter or the designee of either.
4.3. The Fund Trust and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the FundTrust, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Trust or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund Trust or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter any complaints received from the Contract owners pertaining to the Fund Trust [or the Designated PortfolioFund].
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the Fund's Trust’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund Trust or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the FundTrust.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, ; or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts Contract issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or nor its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersLetters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or Distributor is named or describes a Fund other than as set forth in the Underwriter is namedFund prospectus or the material listed on Part I of Schedule C attached hereto. The parties understand and agreethat the Distributor has reviewed and approved a description of Fund(s) for use in Contract rollout sales materials. No such material shall be used until approved by the Fund, the Underwriter Distributor or their designeesits designee. The Fund, the Underwriter, Distributor or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Distributor or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Distributor or their designees 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 or the Adviser or the Underwriter Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterDistributor, except with the permission of the Fund or the Underwriter Distributor or the designee of either.
4.3. The Fund and the UnderwriterDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the UnderwriterDistributor, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Upon request, Distributor will provide to the Company at least one complete copy of all each Fund's registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.material..
4.6. The Company will provide to the Fund or the Underwriter Distributor at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Distributor any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Distributor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the a Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Distributor will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser or the Underwriter is named, at least ten Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or the Underwriter. The Fund and the Underwriter will use reasonable best efforts to provide the Company with written response within ten Business Days of receipt of such materials. Any piece which merely names the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will Adviser as participating in the Variable Insurance Products may be deemed to have approved such sales literature or promotional material unless used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Company agrees that neither the Fund, the Underwriter nor the Adviser will be responsible for any errors or omissions in communications prepared for Contract owners except to the extent that the error or omission resulted from information provided by or on behalf of the Underwriter or the Fund. In no event shall the Fund, any portfolio of the Fund, the shareholders of any such portfolio or any officers or trustees of the Fund and have any liability or responsibility with respect to any sales literature or promotional material.
4.4. The Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least ten Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.44.5. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.54.6. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.64.7. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly mannerabove.
4.8. For purposes of this Article IVAgreement, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees.
4.9. At the request of any party to this Agreement, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any each other communications distributed or made generally party will make available with regard to the Fundother party’s independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party’s obligations under this Agreement.
Appears in 1 contract
Sources: Participation Agreement (Coli Vul 2 Series Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Fund, the Underwriter or its designee objects their designees object or provides provide comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their its designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, and upon request, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund [or the Designated Portfolio].
4.7. The Fund Underwriter will provide the Company with as much notice as is reasonably practicable of any proxy solicitation [for any Designated Portfolio], and and, if possible, of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least ten Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) seven Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of eitherthe Fund.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least ten Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within seven Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e.I.E., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, ) and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Cg Corporate Insurance Variable Life Separate Account 2)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, 5.1 Insurer will provide to the FundUnderwriter at least one (1) complete copy of all prospectuses, the Underwriterdisclosure memoranda, or their designeesreports, each piece of sales literature or and other promotional material that the Company develops materials, applications for exemptive relief, requests for no action letters, and all amendments, if any in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundUnderwriter or its designee, and the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund use its best efforts for it or its designee objects or provides comments to the Company review such material within ten five (105) Business Days after receipt of such materialreceipt. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees its designee so objectobjects.
4.2. The Company 5.2 Insurer shall not give any information or make any representations or statements regarding or on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter or any of its affiliates in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Underwriter or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. 5.3 The Fund and the Underwriter, Underwriter or their designee, its designee(s) shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, Insurer and/or its Account, separate account(s) is named. No such material shall be used until approved by Insurer, and the Company. The Company Insurer will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such materialreceipt. The Company insurer reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or Insurer or its Account separate accounts is named, and no such material shall be used if the Company Insurer so objects.
4.4. 5.4 The Underwriter agrees that neither it nor the Fund and the Underwriter shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountAccounts, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company prospectuses or interests therein are not registered under the 1933 Act), or SAI disclosure memoranda for the Contracts, as such registration statement, prospectus, or SAI documents may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company Insurer for distribution to Contract owners, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer.
4.5. The Fund 5.5 Upon request, the Underwriter will provide to the Company Insurer at least one (1) complete copy of all registration statements, profiles, prospectuses, SAIsSAI, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 5.6 For purposes of this Article IVV, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. 4.2 The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. 4.3 The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. 4.4 The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. 4.7 The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. 4.8 For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Profunds)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, furnished to the Fund, the Underwriter, Fund or their designees, its designee. each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, . or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the Underwriter, Adviser. or their designee, shall furnish, or cause to be furnished, to the Company, . each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Account is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, named and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), . or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, . except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, . prospectuses, . SAIs, shareholder reports, . proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, . prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), . SAIs, . reports, . solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, . signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, . circulars, reports, market letters, letters form letters, seminar texts, . reprints or excerpts of any other advertisement, sales literature, . or published article), ) educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, . SAIs shareholder reports, reports proxy materials, materials and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Equitable America Variable Account No.70A)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesdesignee, each piece of sales literature or other promotional material that prepared by the Company develops and or any person contracting with the Company in which the Fund (or a Designated Portfolio thereof) or Fund, the Adviser or the Underwriter is nameddescribed, at least five calendar day s prior to its use. No such literature or material shall be used until approved by without prior approval from the Fund, the Underwriter or their designees. The Funddesignee, however, the Underwriter, or their designees failure to object in writing within three Business Days will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to approval.
4.2 Neither the Company within ten (10) Business Days after receipt of such material. The Fund, nor any person contracting with the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. 4.3 The Fund and the Underwriter, or their designee, shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, Company or any Separate Account is named, at least five calendar days prior to its use. No such literature or material shall be used until approved by without prior approval from the Company. The Company or its designee, however, the failure to object in writing within three Business Days will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objectsapproval.
4.4. The 4.4 Neither the Fund and nor the Underwriter shall not give any information or make any representations representation; on behalf of the Company or concerning the Company, the 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 Contracts (if applicable), as such registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the 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. 4.5 The Fund fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsstatements of additional information, shareholder reportsreports to shareholders, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Retail Fund Participation Agreement (Talcott Resolution Life Insurance Co- Separate Account Twelve)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops (and/or its affiliates) develop(s) and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Fund, the Underwriter, Company shall be responsible for any required regulatory filings of sales literature or their designees reserve promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund Fund, a Portfolio, or the Adviser or the Underwriter Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or applicable prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterDistributor for use with the public, except with the written permission of the Fund or the Underwriter Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Fund and the UnderwriterDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Upon request, the Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the Designated a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statementstatement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund or the Underwriter. The Fund and the Underwriter will use reasonable best efforts to provide the Company with written response within ten Business Days of receipt of such materials. Any piece which merely names the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will Adviser as participating in the Variable Insurance Products may be deemed to have approved such sales literature or promotional material unless used after ten Business Days of receipt by the Fund and the Underwriter if the Company has not received a written response from the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate accounts), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC SFC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide ; and, if a Contract and its associated Account are exempt from registration, the equivalents to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolioabove.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVAgreement, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Transamerica Corporate Separate Account Sixteen)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Underwriter or the Adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until unless approved in writing by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments the Underwriter. The Fund and the Underwriter will use reasonable best efforts to provide the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.with written response
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund sharesFund, as such registration statement and profiles and prospectus or SAI may from time to time be amended or supplemented from time to timesupplemented, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved provided to the Company by the Fund or its designee or by the Underwriter, except with the written permission of the Fund or the Underwriter or the designee of eitherUnderwriter, pursuant to Section 4.1 hereof.
4.3. The Fund and Fund, the Underwriter, Underwriter or their designee, designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used unless approved in writing by the Company or its designee. The Company will use reasonable best efforts to provide the Fund with written response within ten Business Days of receipt of such materials. Any piece which merely states that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products may be used after ten Business Days after receipt by the Company if the Company so objectsFund or the Underwriter have not received a written response from the Company.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may from time to time be amended or supplemented from time to timesupplemented, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to any of the Fund Portfolios or its their shares, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after following the filing of such document(s) document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.or
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVAgreement, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, published or designed for use in, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape or electronic display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, literature or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (National Variable Annuity Account Ii)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee object to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. The Company shall will provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable at least one complete copy of any proxy solicitation all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for any Designated Portfoliovoting instructions, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited toapplications for exemptions, requests for no action letters, and all amendments to any of the following above, that refer relate to the Fund Contracts or any affiliate the Account, contemporaneously with the filing of such document with the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally Securities and Exchange Commission.
4.7. available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts excerps of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (PFL Retirement Builder Variable Annuity Account)
Sales Material and Information. 4.1. 4.1 The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and material, or component thereof, in which the Fund (or a Designated Portfolio thereof) or Investment Company, the Adviser Adviser, or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Investment Company or its designee objects or provides comments object to the Company such use within ten (10) fifteen Business Days after receipt of such material. The FundOnce any such material has been so furnished to the Investment Company or its designee and fifteen Business days have elapsed, such materials need not again be so furnished absentunless any subsequent changes to such material that affect the materials' discussion or presentation relating to the Investment Company, its advisor, the Underwriter, or any of their designees reserve affiliates (other than the right Company or persons that are deemed affiliates only by virtue of being controlled by the Company). In particular, materials that have been changed merely to reasonably object to the continued use of any such sales literature update performance or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall financial information need not be used if the Fund, the Underwriter or their designees so objectfurnished.
4.2. 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 or the Adviser or the Underwriter Investment Company in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Investment Company shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee or by the Underwriter, except with the permission of the Fund Investment Company or the Underwriter or the designee of either.
4.3. 4.3 The Fund and Investment Company, the Underwriter, or their designee, designees shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwritermaterial, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material component thereof, in which the Company and/or or its Account is named, and no separate Accounts are named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee objects to such use within fifteen Business Days after receipt of such material.
4.4. 4.4 The Fund Investment Company and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an or offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI materials for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. 4.5 The Fund Investment Company will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Investment Company or its shares, promptly after contemporaneously with the filing of such document(s) document with the SEC Securities and Exchange Commission or other regulatory authorities.
4.6. 4.6 The Company will provide to the Fund or the Underwriter Investment Company at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandumprospectuses, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIsStatements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the each Account, promptly after contemporaneously with the filing of such document(s) document with the SEC or other regulatory authorities. The In the case of unregistered Contracts, in lieu of providing prospectuses and Statements of Additional Information, the Company shall provide to the Fund and Investment Company with one complete copy of the Underwriter any complaints received from offering materials for the Contract owners pertaining to the Fund or the Designated PortfolioContracts.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. 4.7 For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic 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, SAIsStatements of Additional Information, shareholder reports, and proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Northwestern Mutual Variable Life Account)
Sales Material and Information. 4.1. The 2020The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust or its designee, and the Underwriter Trust will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission of the Fund Trust or the Underwriter or the designee of eitherits designee.
4.3. The Fund Trust and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund Trust and the Underwriter any complaints received from the Contract owners pertaining to the Fund Trust or the a Designated Portfolio.
4.7. The Fund Trust will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's Trust’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Trust will work with the Company so as to enable facilitate the Company to solicit solicitation of proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Trust will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesits designee. The Fund, the Underwriter, Underwriter or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund Transfer Agent and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the FundTransfer Agent, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund Transfer Agent and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Underwriter will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters,, and all amendments or supplements to any of the above, that relate to the any Fund or its shares, promptly within a reasonable time after the filing of such document(s) with the SEC or other regulatory authorities. Upon request, the Underwriter will provide to the Company at least one complete copy of sales literature and other promotional materials that relate to any Fund or its shares, within a reasonable time after such request.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund Underwriter or the Transfer Agent will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated PortfolioFund, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund Underwriter or the Transfer Agent will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless within ten days after receipt of such material. Notwithstanding the Fund foregoing, such material shall be deemed approved if sent via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (or its designee objects or provides comments such other address as is provided by Distributor's compliance personnel to the Company Company) and not objected to within ten (10) Business Days days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter Distributor is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or Fund, a Designated Portfolio, the Adviser or the Underwriter Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles applicable Prospectus or prospectus or applicable SAI for the Fund shares, as such registration statement and profiles and prospectus Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the UnderwriterDistributor for use with the public, except with the written permission of the Fund or the Underwriter Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Company's placement of sales materials with the summary prospectus in order to review Company's compliance with applicable laws and regulations.
4.3. The Fund and the UnderwriterDistributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days days after receipt of such material. Notwithstanding the foregoing, such material shall be deemed approved if not objected to within ten days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, summary and/or statutory prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptionsexemptions to the extent material to the Company, requests for no-action lettersletters to the extent material to the Company, and all amendments or supplements to any of the above, that relate to the Fund or its shares, shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the AccountAccount and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Distributor any complaints received from the Contract owners pertaining pe1iaining to the Fund or the Designated PortfolioPortfolios.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article A1iicle IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements adve1iisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisementadve1iisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Virtus Variable Insurance Trust)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the FundTrust, the UnderwriterAdviser, the Administrator or their designeesdesignee, drafts of the Account prospectuses and statements of additional information and each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or Trust, the Adviser or the Underwriter Administrator is nameddescribed, at least fifteen Business Days prior to its use. No such material shall be used until approved by if the FundTrust, the Underwriter Adviser, the Administrator or their designees. The Fund, the Underwriter, or their designees will be deemed designee reasonably objects to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company use within ten (10) fifteen Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. The Company and its designees shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser or the Underwriter Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission of the Fund Trust or the Underwriter or the designee of either.its designee
4.3. The Fund and the Underwriter, Adviser or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account Account(s), is named, and no named at least fifteen Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within fifteen Business Days after receipt of such material.
4.4. The Fund and Neither the Underwriter Trust, the Administrator, the Transfer Agent nor the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Trust or the Accountits shares, promptly after the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the 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 action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the FundTrust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), and educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (PFL Retirement Builder Variable Annuity Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation [for any Designated Portfolio], and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Underwriter or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designeesits designee. The Fund, the Underwriter, Underwriter or their designees its designee will be deemed to have approved such sales literature or promotional material unless the Fund Underwriter or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Underwriter or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) Fund or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund Transfer Agent and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the FundTransfer Agent, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.such
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's ’s registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "“sales literature and other promotional materials" ” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Distributor or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) Fund, the Adviser, or the Adviser Distributor, or the Underwriter is any affiliate thereof, are named, at least ten (10) Business Days prior to its use. No such material shall be used until approved by if the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund Distributor or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees so object.
4.2. (b) The Company Insurer shall not give any information or make any representations or statements on behalf of the Fund Fund, the Adviser, or any affiliate thereof or concerning the Fund or the Adviser or the Underwriter any other such entity in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or statement, prospectus or SAI statement of additional information for the Fund sharesFund, as such registration statement, prospectus and statement and profiles and prospectus or SAI of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund Distributor or its designee or by the Underwriterdesignee, except with the permission of the Fund Distributor or the Underwriter or the designee of eitherits designee. The Distributor and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.3. (c) The Fund and Adviser, the UnderwriterDistributor, or their designee, respective designees shall furnish, or shall cause to be furnished, to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the CompanyInsurer, and/or the Contracts Distributor, or any affiliate thereof, are named, at least ten (10) Business Days prior to its Account, is nameduse. No such material shall be used until approved by if the Company. The Company will be deemed Insurer or its designee reasonably objects to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee use within ten (10) Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. (d) The Fund Adviser and the Underwriter Distributor shall not give any information or make any representations or statements on behalf of the Company Insurer, the Contracts Distributor, or any affiliate thereof or concerning the Company, Insurer or any other such entity in connection with the Account, sale of shares of the Portfolio(s) or the Contracts other than the information or representations contained in a the registration statement, prospectus or statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI of additional information for the ContractsSeparate Account, as such registration statement, prospectus, or SAI prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract ownersSeparate Account, or in sales literature or other promotional material approved by the Company Insurer or its designee, except with the permission of the CompanyInsurer or its designee. The Insurer and its respective designees each agrees to respond to any request for approval on a prompt and timely basis.
4.5(e) The parties hereto agree that this Section 4. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but 7 is not limited to, any of intended to designate or otherwise imply that the following that refer to the Fund Insurer is an underwriter or any affiliate distributor of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund’s shares.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account A)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Trust or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundTrust or its designee, and the Underwriter Trust will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten five (105) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Fund, the Underwriter, Trust or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund Trust (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Trust or their designees its designee so objectobjects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund Trust or concerning the Fund or the Adviser Trust or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund Trust shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundTrust, or in sales literature or other promotional material approved by the Fund Trust or its designee or by the Underwriterdesignee, except with the permission of the Fund Trust or the Underwriter or the designee of eitherits designee.
4.3. The Fund Trust and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its the Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten five (5) Business Days after receipt of such material. Materials not approved or disapproved within (5) Business Days shall be deemed approved. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter Trust shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designeeCompany, except with the permission of the Company.
4.5. The Fund Trust will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter Trust at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.regulatory
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Sales Material and Information. 4.1. (a) The Company Insurer shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Investment Company or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund Investment Company (or a Designated Portfolio any Fund thereof) or the Adviser its investment adviser or the Underwriter Distributor is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments named at least 15 days prior to the Company within ten (10) Business Days after receipt anticipated use of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any and no such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if unless the Fund, Investment Company and the Underwriter Distributor or their designees so objectthe designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
4.2. (b) The Company Insurer agrees that neither it nor any of its affiliates or agents shall not give any information or make any representations or statements on behalf of the Fund Investment Company or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts Investment Company other than the information or representations contained in the registration statement or profiles Registration Statement or prospectus or SAI for the Fund Investment Company shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the FundInvestment Company, or in sales literature or other promotional material approved by the Fund Investment Company or its designee or and by the UnderwriterDistributor or its designee, except with the permission of the Fund Investment Company or its designee and the Distributor or its designee.
(c) The Investment Company or the Underwriter Distributor or the designee of either.
4.3. The Fund and the Underwriter, or their designee, either shall furnish, or cause to be furnished, furnish to the CompanyInsurer or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or Insurer or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments Separate Accounts are named at least 15 days prior to the Fund, the Underwriter, or their designee within ten Business Days after receipt anticipated use of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if unless the Company so objectsInsurer or its designee approves the material or does not respond with comments on the material within 10 days from receipt of the material.
4.4. (d) The Fund Investment Company and the Underwriter Distributor agree that each and the affiliates and agents of each shall not give any information or make any representations on behalf of the Company Insurer or concerning the CompanyInsurer, the AccountSeparate Accounts, or the Variable Contracts issued by the Insurer, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports for the Separate Accounts or prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by the Insurer or its designee, except with the permission of the Insurer.
(e) The Investment Company will provide to the Insurer at least one complete copy of all prospectuses, Statements of Additional Information, reports, proxy statements and other voting solicitation materials, and all amendments and supplements to any of the above, that relate to the Investment Company or its shares, promptly after the filing of such document with the SEC or other regulatory authorities. Upon Insurer’s request, Distributor will provide a copy of the Mixed and Shared Funding Exemptive Application and any amendments thereto.
(f) The Insurer will provide to the Investment Company all prospectuses (which shall include an offering memorandum, if any, memorandum if the Variable Contracts issued by the Company Insurer or interests therein are not registered under the 1933 Act), or SAI Statements of Additional Information, reports, solicitations for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide voting instructions relating to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action lettersInvestment Company, and all amendments or supplements to any of the above, above that relate to the Fund Variable Contracts issued by the Insurer or its sharesthe Separate Accounts which utilize the Investment Company as an underlying investment medium, promptly after the filing of such document(s) document with the SEC or other regulatory authoritiesauthority.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(sg) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IVSection 6, the phrase "“sales literature and or other promotional materials" material” includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use inon the Internet, in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, computerized media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Fund Participation Agreement (Coli Vul 2 Series Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the FundFund or its designee, and the Underwriter Fund will use its best efforts for it or their designees. The Fund, the Underwriter, or their designees will be deemed its designee to have approved review such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, Fund or their designees reserve its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter Fund or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriterdesignee, except with the permission of the Fund or the Underwriter or the designee of eitherits designee.
4.3. The Fund and the UnderwriterAdviser, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The , and the Company will be deemed use its best efforts to have approved review such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsSAls, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund Designated Portfolios or its their shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter Adviser any complaints received from the Contract owners pertaining to the Fund or the a Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund Fund, any Designated Portfolio or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Pruco Life Variable Universal Account)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless the Fund or its designee objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund [(or a Designated Portfolio thereof) )] or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation [for any Designated Portfolio], and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Sales Material and Information. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund, the Underwriter, Fund or their designeesits designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser its investment adviser or the Underwriter is named, at least ten Business Days prior to its use. No such material shall be used until approved by the Fund, the Underwriter or their designees. The Fund, the Underwriter, or their designees will be deemed to have approved such sales literature or promotional material unless if the Fund or its designee reasonably objects or provides comments to the Company such use within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Fund, Underwriter, or their designee, its designee shall furnish, or shall cause to be furnished, to the CompanyCompany or its designee, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account separate account(s), is named, and no named at least ten Business Days prior to its use. No such material shall be used if the Company so objectsor its designee reasonably objects to such use within ten Business Days after receipt of such material.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the each Account, or the Contracts other than the information or representations contained in a registration statement and or prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI statement and prospectus may be amended or supplemented from time to time, or in published reports for the each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIsStatements of Additional Information, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts Fund or the Accountits shares, promptly after within 30 days of the filing of such document(s) document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, 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 Fund, within 30 days of the filing of such document with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.8. For purposes of this Article IV, the phrase "sales literature and or other promotional materialsmaterial" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIsStatements of Additional Information, shareholder reports, and proxy materials, materials and any other communications distributed material constituting sales literature or made generally available with regard to advertising under NASD rules, the Fund1940 Act or the 1933 Act.
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, the Underwriter, or their designees, each piece of sales literature or other promotional material that the Company develops and in which the a Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is namednamed or describes a Fund or the Underwriter. No such material shall be used until approved by the Fund, The parties understand and agree that the Underwriter or their designeeshas reviewed and approved a description of Fund(s) for use in the initial Contract prospectus and initial Contract rollout sales materials. The Fund, the Underwriter, or their designees Underwriter will be deemed to have approved such sales literature or promotional material unless the Fund or its designee Underwriter objects or provides comments to the Company within ten (10) Business Days after receipt of such material. The Fund, the Underwriter, or their designees reserve the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund, the Underwriter or their designees 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 or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or profiles or prospectus or SAI for the Fund shares, as such registration statement and profiles and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either.
4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company. The Company will be deemed to have approved such sales literature or promotional material unless the Company objects or provides comments to the Fund, the Underwriter, or their designee within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement and prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one complete copy of all registration statements, profiles, prospectuses, SAIs, shareholder reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund or the Underwriter at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated PortfolioFund.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner.
4.84.6. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
Appears in 1 contract
Sources: Participation Agreement (Ml of New York Variable Annuity Separate Account D)