PROSPECTUS AND PROXY STATEMENTS; VOTING Clause Samples
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses.
3.2. The prospectus for the Shares shall state that the statement of additional information for t...
PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing Contract owners and will ▇▇▇▇ the Fund for the reasonable cost of such distribution. If requested by the Company, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund's expense, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund's prospectus through electronic means to facilitate the Company's efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund.
4.2 The Fund's prospectus will state that the Statement of Additional Information (the "SAI") for the Fund is available from the Company. The Fund will provide the Company, at the Fund's expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund's expense, to prospective Contract owners and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund's expense, as man...
PROSPECTUS AND PROXY STATEMENTS; VOTING. 4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many copies of the current Fund prospectus and statement of additional information (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s).
4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will comply with the requirements of Rule 498 applicable to its Designated Portfolios.
4.3 The Company represents and warrants that its use of the summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498.
4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five (135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses.
4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials”) which may include, a...
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Fund or the Adviser, at its expense, shall provide a typewritten copy of the Fund's current prospectus and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is supplemented or amended) to have the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing to be at the Company's expense). The Adviser shall be permitted to review and approve the typeset form of the Fund's Prospectus prior to such printing.
3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Fund (or its transfer agent) and shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the Company's expense.
3.3. The Fund or the Adviser, at its expense, shall provide the Company with a typewritten copy of the Fund's proxy material, reports to shareholders and other communications to shareholders for printing and distributing to Contract owners at he Company's expense. The Adviser shall be permitted to review and approve the typeset form of such proxy material and shareholder reports prior to such printing.
3.4. If and to the extent required by law (or the Shred Funding Exemptive Order) the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Funds shares in accordance with instructions received from Contract owners; and
(iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Portfolio for which instructions have been received; so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass- through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The parties acknowledge that Participating Insurance Companies shall be responsible, with the guidance and assistance of the Fund, for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule C attached hereto, which standards will also be followed by the other Participating Insurance Companies.
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The Underwriter shall provide the Company, at the Company's expense, with as many copies of the Fund's current prospectus (including supplements thereto) as the Company may reasonably request for use with prospective contractowners and applicants. The Underwriter shall print and distribute, at the Fund's or Underwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. If requested by the Company in lieu thereof, the Fund shall provide such documentation including a final copy of a current prospectus set in type at the Fund's expense and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together in one document, in such case the Fund shall bear its share of expenses as described above.
3.2 The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or alternatively from the Company (or, in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund), and the Underwriter (or the Fund) shall provide such Statement, at its expense, to the Company and to any owner of or participant under a Contract who requests such Statement or, at the Company's expense, to any prospective contractowner and applicant who requests such statement.
3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company shall reasonably require and shall bear the costs of distributing them to existing contractowners or participants.
3.4 If and to the extent required by law the Company shall:
(i) solicit voting instructions from contractowners or participants;
(ii) vote the Fund shares held in the Account in accordance with instructions received from contractowners or participants; and
(iii) vote Fund shares held in the Account for which no timely instructions have been received, in the same proportion as Fund shares of such Portfolio for which instructions have been received from the Company's contractowners or participants; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contractowners. The Company reserves the rig...
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. The Trust shall provide the Company (at the Trust's expense) with as many copies of the Trust's current prospectus as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type at the Trust's expense) and other assistance as is reasonably necessary in order for the Company once a year (or more frequently if the prospectus for the Trust is supplemented or amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document (such printing to be at the Trust's expense).
3.2. The Trust's prospectus shall state that the Statement of Additional Information for the Trust is available from the Trust. The Trust, at its expense, shall print and provide such Statement free of charge to the Company and to any owner of a contract or prospective owner who requests such Statement.
3.3. The Trust, at its expense, shall provide the Company with copies of its proxy material, reports to stockholders and other communications to stockholders in such quantity as the Company shall reasonably require for distributing to Contract owners.
3.4. If and to the extent required by law (or the Mixed Funding Exemptive Order) the Company shall:
1. solicit voting instructions from contract owners;
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policyowners whose Policies are funded by such Shares. Each Trust or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the parties agree to abide by Schedule C with respect to the use and delivery of summary prospectuses, and the term “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, a Trust or its designee shall provide such documentation (including a “camera ready” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; such Trust or its designee to bear the cost of printing the Shares’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that a Trust or its designee provides such Trust’s prospectus in a “camera ready”...
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 FUND will provide COMPANY camera ready copy of the current FUND prospectus, and any supplements thereto for printing by COMPANY. FUND will provide COMPANY a copy of the statement of additional information for duplication. FUND will provide COMPANY copies of its proxy material suitable for printing. FUND will provide COMPANY annual and semi-annual reports and any supplements thereto, in camera-ready form.
3.2 COMPANY shall provide pass-through voting privileges to all variable contract owners so long as the Securities and Exchange Commission continues to interpret the 1940 Act to require such passthrough voting privileges for variable contract owners. COMPANY shall be responsible for assuring that each of its separate accounts participating in the FUND calculates voting privileges in a manner CONSISTENT with the 1940 Act. It is a condition of the Agreement that COMPANY will vote shares of FUND, for which it has not received voting instructions as well as shares attributable to COMPANY, in the same proportion as it votes shares for which it has received instructions.
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. MFS or its designee shall also provide the Company, at MFS' expense, with copies of the current prospectus for the Shares for distribution to prospective purchasers of the Policies in amounts mutually agreeable to MFS and the Company.
3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from MFS or its designee. MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any prospective or existing Policy owner.
3.3. MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Funds' proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to existing Policy owners. MFS or its designee shall also provide the Company, at MFS' expense, with copies of such materials, reports and communications for distribution to prospective purchasers of Policies in amounts mutually agreeable to MFS and the Company.
3.4. If and to the extent required by law, the Company shall:
(a) solicit voting instructions from Policy owners;
(b) vote the Shares in accordance with instructions received from Policy owners; and
(c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law.
PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1 The FUND will provide the PLANS’ administrator or its delegate with an electronic version of the current FUND prospectus, statement of additional information (“SAI”) and any supplement thereto in a manner so as to allow the PLAN administrator or its delegate to timely print and distribute or electronically distribute the current FUND prospectus, SAI and any supplement thereto, to each current and prospective PLAN participant.
3.2 The FUND will provide a final copy of any proxy material, report to shareholders, and other communication to shareholders to the PLANS’ administrator or its delegate in a timely manner.
3.3 The FUND reserves the right to take all actions, including but not limited to the dissolution, merger, and sale of all assets of the FUND solely upon the authorization of its Board and/or shareholders as required by the ▇▇▇▇ ▇▇▇.
3.4 The PLANS will vote Portfolio shares in accordance with the terms of the PLANS’ documents.