Prospectuses and Proxy Statements; Voting. 4.1 The Trust shall provide the Companies with as many printed copies of the current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if requested by the Compares in lieu of the foregoing printed documents, the Trust shall provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, and such other assistance as is reasonably necessary in order for the Companies to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement. 4.2 The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement. 4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell reasonably require for distribution to the Contract owners, such distribution to be at the expense of the Company. 4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order. 4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto. 4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 6 contracts
Sources: Master Participation Agreement (Talcott Resolution Life & Annuity Insur Co Separate Account Three), Fund Participation Agreement (Talcott Resolution Life & Annuity Insur Co Separate Account Three), Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive Order. Each Portfolio for which instructions have been received.
3.5 The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6 If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 6 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the each Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for a Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for a Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its each Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from a Fund.
3.3. The Distributor shall provide the Company with copies of the Funds’ proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for a Fund. It is also understood and agreed that, except with respect to information regarding a Fund or a Portfolio, the Distributor, provides in writing by the Distributor, the Distributor is not responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in as directed by the Distributor on behalf of a manner consistent with all legal requirements Fund and agreed to by the Company and the Distributor. The Distributor agrees to promptly notify the Company of any changes of interpretations or amendments of a Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Distributor agrees that the Funds will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, shareholders and in particular that the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust Funds will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 5 contracts
Sources: Participation Agreement (Equitable America Variable Account No.70A), Participation Agreement (Equitable America Variable Account No.70A), Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 5 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company, at the Company’s expense, with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds prospectus (and no other Funds), and which term as used in this Agreement shall also include any 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 amendments to any of the foregoingUnderwriter’s expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Companies may reasonably requestprospectus to existing contractowners or participants, if as required by law. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation including a final copy of a current prospectus set in type or at the request of the Company, as a PDF or diskette in the form of camera-ready filmsent to the financial printer, computer diskettes or typeset electronic document files, all as at the Companies may reasonably request, Fund’s expense and such other assistance as is reasonably necessary in order for the Companies Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents new prospectus for the ContractsContracts and the Fund’s new prospectus printed together in one document. Expenses associated with providing, printing and distributing In such documents case the Fund shall be allocated in accordance with Schedule C attached to this Agreementbear its proportionate share of expenses as described above.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information Information ("Statement"“SAI”, which term, as used in this Agreement shall include any supplement thereto) for the Trust Fund is available from the Underwriter or its designee (or or, in the Trust's Fund’s discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the Trust)Fund) shall provide such SAI, at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of or participant under a Contract or prospective owner who requests such StatementSAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as information regarding the Company shell reasonably require for distribution to the Contract ownersFund’s expenses, such distribution (including information that is legally required to be at included in the expense prospectus for the Account) which information may include a table of the Company.
4.4 Each Company shall vote all Trust shares as required by law fees and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held related narrative disclosure for use in any separate account in its own right, prospectus or other descriptive document relating to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive OrderContract.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 5 contracts
Sources: Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins), Participation Agreement (Premier Vit), Participation Agreement (Pacific Select Exec Separate Acct Pacific Life Ins)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. Pursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3”), the Company shall ensure that the following Fund materials with respect to each Portfolio on Schedule A are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete portfolio holdings from reports containing a summary schedule of investments; and (iv) portfolio holdings for distribution most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Fund shall send a .pdf file of the Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than fifty-five (55) days after the close of the period for which the Required Materials are being made. The Company shall provide a paper notice to Contract owners, such distribution to be at the expense fulfill ad hoc requests from Contract owners for a paper copy of any of the Company.
4.4 Each Company shall vote Required Materials, and fulfill Contract owner elections to receive future Fund shareholder reports in paper, all Trust shares as required by law and the Shared Funding Exemptive OrderRule 30e-3. Each Company reserves the right Contract owner elections to vote Trust shares held receive future Fund shareholder reports in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company paper shall be responsible for assuring that each of its separate accounts participating governed by Section 3.1. Rule 30e-3 expenses shall be borne in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoSchedule B hereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 contracts
Sources: Participation Agreement (Unified Series Trust), Participation Agreement (Unified Series Trust), Participation Agreement (Unified Series Trust)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund or its agent shall provide the Companies Company with as many printed copies of the Fund's current prospectus. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus or profile printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company's expense).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor the Trust)Fund, at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder (See Section 7.1) and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 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)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company, at the Company's expense, with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds prospectus (and no other Funds), and which term as used in this Agreement shall also include any 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 amendments to any of the foregoingUnderwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Companies may reasonably requestprospectus to existing contractowners or participants, if as required by law. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation including a final copy of a current prospectus set in type or at the request of the Company, as a diskette in the form of camera-ready filmsent to the financial printer, computer diskettes or typeset electronic document files, all as at the Companies may reasonably request, Fund's expense and such other assistance as is reasonably necessary in order for the Companies Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents new prospectus for the ContractsContracts and the Fund's new prospectus printed together in one document. Expenses associated with providing, printing and distributing In such documents case the Fund shall be allocated in accordance with Schedule C attached to this Agreementbear its proportionate share of expenses as described above.
4.2 3.2 The TrustFund's Prospectus prospectus shall state that the Statement of Additional information Information ("StatementSAI", which term, as used in this Agreement shall include any supplement thereto) for the Trust Fund is available from the Underwriter or its designee (or or, in the TrustFund's discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the Trust)Fund) shall provide such SAI, at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of or participant under a Contract or prospective owner who requests such StatementSAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as information regarding the Company shell reasonably require for distribution to the Contract ownersFund's expenses, such distribution (including information that is legally required to be at included in the expense prospectus for the Account) which information may include a table of the Company.
4.4 Each Company shall vote all Trust shares as required by law fees and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held related narrative disclosure for use in any separate account in its own right, prospectus or other descriptive document relating to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive OrderContract.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 contracts
Sources: Participation Agreement (Pimco Advisors Vit), Participation Agreement (Ml of New York Variable Annuity Separate Account A), Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account A)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders contract owners and other communications to shareholders contract owners in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 contracts
Sources: Fund Participation Agreement (KILICO Variable Annuity Separate Account - 3), Fund Participation Agreement (KILICO Variable Annuity Separate Account - 3), Fund Participation Agreement (Wanger Advisors Trust)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by the Company or its agents, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 contracts
Sources: Fund Participation Agreement (Separate Account I of Integrity Life Insurance Co), Fund Participation Agreement (Separate Account I of National Integrity Life Ins Co), Fund Participation Agreement (Separate Account Ii of Integrity Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 The 3.1. At least annually, the Trust or Distributor shall provide the Companies Company with as many printed copies of the Trust’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Distributor or Trust shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Trust is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Trust printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from be distributed to all Contract owners, then the Underwriter or its designee (or in Trust and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Trust’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Trust shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Trust.
3.3. The Trust and/or the Distributor shall provide the Company with copies of the Trust’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Trust. It is also understood and agreed that, except with respect to information regarding the Trust, the Distributor, the Adviser or the Portfolios provided in writing by the Trust, the Distributor or the Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Trust and agreed to by the Company and the Trust. The Trust agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Trusting Exemptive Order.
4.5 3.7. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 3.8. The Trust or Underwriter will provide hereby notifies the Companies reasonable advance notice Company that Prospectus disclosure may be appropriate regarding potential risks of any material change for a Fund, including but not limited to any offering shares of the following changes, Trust to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails Separate Accounts funding both variable annuity contracts and variable life insurance policies and to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownersseparate accounts funding Variable Contracts of unaffiliated life insurance companies.
Appears in 4 contracts
Sources: Participation Agreement (Mony Variable Account A), Participation Agreement (Mony Variable Account A), Participation Agreement (Axa Premier Vip Trust)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company, at the Company's expense, with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds prospectus (and no other Funds), and which term as used in this Agreement shall also include any 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 amendments to any of the foregoingUnderwriter's expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Companies may reasonably requestprospectus to existing contractowners or participants, if as required by law. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation including a final copy of a current prospectus set in type or at the request of the Company, as a diskette in the form of camera-ready filmsent to the financial printer, computer diskettes or typeset electronic document files, all as at the Companies may reasonably request, Fund's expense and such other assistance as is reasonably necessary in order for the Companies Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents new prospectus for the ContractsContracts and the Fund's new prospectus printed together in one document. Expenses associated with providing, printing and distributing In such documents case the Fund shall be allocated in accordance with Schedule C attached to this Agreementbear its share of expenses as described above.
4.2 3.2 The TrustFund's Prospectus prospectus shall state that the Statement of Additional information Information ("StatementSAI", which term, as used in this Agreement shall include any supplement thereto) for the Trust Fund is available from the Underwriter or its designee (or or, in the TrustFund's discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the Trust)Fund) shall provide such SAI, at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of or participant under a Contract or prospective owner who requests such StatementSAI or, at the Company's expense, to any prospective contractowner or applicant who requests such SAI.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund's expenses, (including information that is legally required to be included in the prospectus for the Account) which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information in such quantity as the form provided, (which in the case of the prospectus fee table, will be in a form requested by the Company shell reasonably require for distribution of the Fund and shall be provided to the Contract ownersCompany no later than March 1 of each calendar year for the prior calendar year). The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such distribution to be at information in any way without the expense prior consent of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own rightFund, except to the extent permitted such modification is required by law and law, regulation or form upon which the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust Account is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance registered with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoSEC.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 4 contracts
Sources: Participation Agreement (Separate Account Fp of Equitable Life Assur Soc of the Us), Participation Agreement (Occ Accumulation Trust), Participation Agreement (Separate Account Fp of Equitable Life Assur Soc of the Us)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the Prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, or the Portfolios provided in writing by the Fund or the Distributor, neither the Fund nor the Distributor are responsible for the content of the Prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 3 contracts
Sources: Participation Agreement (Separate Account Fp of Axa Equitable Life Insurance Co), Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co), Participation Agreement (Separate Acct No 49 of Axa Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds“Fund Summary Prospectus”), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company or Schwab, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company and Schwab may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)Fund's Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany or Schwab. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company. The Fund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements. The Company shall be permitted, but not required, to post a copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498.
4.2 The Trust's Prospectus shall state 3.2. If applicable laws require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund's proxy material, reports to shareholders stockholders, and other communications to shareholders stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners. The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and
(iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract owners, so long as and to the Shared Funding Exemptive Orderextent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Each The Company reserves the right to vote Trust Fund shares held in its general account and in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.5. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements the standards set forth in the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt, provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief).
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 3 contracts
Sources: Fund Participation Agreement (PLAIC Variable Annuity Account S), Participation Agreement (PLICO Variable Annuity Account S), Fund Participation Agreement (PLAIC Variable Annuity Account S)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Fund as is reasonably necessary in order for the Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Fund shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 3 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, an Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule A hereof. If requested by the Compares Company in lieu of thereof, an Adviser, a Distributor or the foregoing printed documents, the Trust Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretionFund, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor and/or an Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. An Adviser, a Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, a Distributor and/or an Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributors, the Advisers or the Portfolios provided in writing by the Fund, a Distributor or an Adviser, neither the Fund, the Distributors nor the Advisers are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 3 contracts
Sources: Fund Participation Agreement (American Skandia Trust), Fund Participation Agreement (American Skandia Trust), Fund Participation Agreement (American Skandia Trust)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its reports to shareholders and other communications to shareholders the Fund’s SAI in such quantity quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, or a third party authorized by the Fund, shall distribute all proxy material to Contract owners to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Contract owners. Upon reasonable request, the Company will provide applicable information, such as name and address, related to Contract owners with expenses to be borne in accordance with Schedule C hereof.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the Contract owners, such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as extent required by law and the Mixed and Shared Funding Exemptive OrderOrder the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 3 contracts
Sources: Fund Participation Agreement (Ameritas Variable Separate Account Va-2), Participation Agreement (Ameritas Variable Separate Account Va-2), Participation Agreement (Ameritas Variable Separate Account Va-2)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the ContractsContracts and the Fund's prospectus or profile printed together in one document (such printing to be at the Company's expense). Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such Statement.
4.3 Except SAI. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners. The Company shall: solicit voting instructions from Contract owners; vote the Fund shares in accordance with instructions received from Contract owners; and 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Allstate Financial Advisors Separate Account I), Participation Agreement (Lincoln Benefit Life Variable Annuity Account)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections comply with the terms included in the attached Schedule C as of Trustees and with whatever rules the Commission may promulgate with respect theretoeffective date of this Agreement.
4.6 3.7. The Trust or Underwriter will provide Fund hereby notifies the Companies reasonable advance notice of any material change for a Fund, including but not limited Company that it may be appropriate to any of the following changes, to the extent material include in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If prospectus pursuant to which a Contract is offered disclosure regarding the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes potential risks of mixed and for notifying Contract ownersshared funding.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information ("SAI"), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company's website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly "echo voting" shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderDesignated Portfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account B), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus or profile printed together in one document (the payment of such printing and distributing such documents shall costs to be allocated in accordance with Schedule C attached to governed by the provisions of Section 5.3 of this Agreement).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (WRL Series Life Corporate Account), Participation Agreement (Transamerica Corporate Separate Account Sixteen)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Fund as is reasonably necessary in order for the Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Fund shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Designated Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Designated Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Designated Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 2 contracts
Sources: Participation Agreement (Northern Lights Variable Trust), Participation Agreement (Northern Lights Variable Trust)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A), as the Company may reasonably request. The Fund shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund's prospectus that is used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company's expense).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Metropolitan Life Separate Account E), Participation Agreement (Citicorp Life Variable Annuity Separate Account)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party specifically for distribution use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund or the Distributor specifically for use therein, neither the Fund nor the Distributor are responsible for the content of the prospectus or SAI for the Contracts.
3.5. So long as and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Fund Participation Agreement (Lazard Retirement Series Inc), Fund Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund Prospectus or the Fund's then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds"Fund Summary Prospectus"), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)Fund Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be upon agreement of the parties. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company.
4.2 (i) The TrustFund shall host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements.
(ii) The Company shall be permitted, but not required, to post a copy of the Fund's Prospectus statutory prospectuses on the Company's website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall state be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund's website and fully comply with the requirements of Rule 498.
3.2. If applicable laws require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund's SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund's proxy material, reports to shareholders shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company and upon receipt of the pertinent contact information from the Company, the Fund and/or Distributor shall engage a third party vendor to distribute the aforementioned materials and/or communications to shareholders. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners.
(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions timely received from Contract owners; and
(iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract 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. Each The Company reserves the right to vote Trust Fund shares held in its general account and in any separate segregated asset account in its own right, to the extent permitted by law and law.
(iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Shared Funding Exemptive OrderFund for this purpose.
3.5. Each The Company shall be responsible for assuring that each of its separate accounts Accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements the standards set forth in the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief).
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC"s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Lincoln Life Variable Annuity Account N), Participation Agreement (Lincoln New York Account N for Variable Annuities)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds“Fund Summary Prospectus”), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if such prospectuses are amended) to have any of the prospectus(es)Fund Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable laws or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only include the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company.
4.2 (i) The Trust's Prospectus Fund shall state host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements.
(ii) The Company shall be permitted, but not required, to post a copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company’s website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498.
3.2. If applicable laws require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website(s) maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable laws. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owners or prospective owners who request such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s proxy material, reports to shareholders shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners.
(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law applicable laws and the Mixed and Shared Funding Exemptive Order, the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio(s) shares held in each Account in accordance with instructions timely received from Contract owners;
(iii) vote Designated Portfolio shares held in each Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract 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. Each The Company reserves the right to vote Trust Fund shares held in its general account and in any separate segregated asset account in its own right, to the extent permitted by law and laws; and
(iv) assure that each of its Accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Shared Funding Exemptive OrderFund for this purpose.
3.5. Each The Company shall be responsible for assuring that each of its separate accounts Accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements the standards set forth in the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to each Account in any manner permitted by applicable laws, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief).
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Delaware Life Variable Account F), Participation Agreement (Delaware Life Variable Account F)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. OFDI shall provide or cause to be provided to the Companies with Company as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Fund (for distribution to Contract owners with value allocated to such Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust OFDI shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 The Trust's Prospectus 3.2. OFDI represents that each Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. OFDI shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of OFDI, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods, as may be agreed upon by the parties, described below to provide pass-through voting privileges to contract owners:
(a) Provide OFDI’s proxy vendor a list of Contract owners with value allocated to each Fund as of the record date to the Fund or its agent in order to permit the Fund Parties to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” Shares of a Fund for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote Fund Shares in accordance with instructions received from Contract holders. The Company shall vote all Trust shares the Fund Shares for which no instructions have been received in the same proportion as required by law and the Shared Funding Exemptive OrderFund Shares for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust shares Fund Shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If OFDI and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. Subject to Section 7.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Designated Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe in detail the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be at the expense extent otherwise required by law, the Company shall solicit voting instructions from Contract holders and vote shares of the Company.
4.4 Each Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received. Each Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each The Company shall be responsible for assuring that each of its separate accounts Accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Virtus Variable Insurance Trust), Participation Agreement (Virtus Variable Insurance Trust)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, the Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content 13 of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Fund Participation Agreement (Genworth Life of New York VL Separate Account 1), Fund Participation Agreement (Genworth Life & Annuity VL Separate Account 1)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1 For prospective Contract owners, the Distributor shall provide the Companies Company (at the Company's expense) with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Prospectus as the Companies Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new Prospectus as set in type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Compares in lieu of the foregoing printed documentsCompany, the Trust shall provide such documents in the form of camera-electronically or through camera ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently, if the Prospectus for the Fund is amended) to have any of the prospectus(esprospectus for each Contract and the Fund's Prospectus printed together in one document (such printing to be at the Company's expense), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 3.2 The TrustFund's Prospectus shall state that the Statement of Additional information ("Statement") Information for the Trust Fund is available from the Underwriter or its designee Distributor (or in the TrustFund's discretion, the Prospectus shall state that such Statement is available from the TrustFund), and the Underwriter tor Distributor (or the TrustFund), at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.4 If and to the extent required by the 1940 Act or other applicable law the Company shall:
(a) assist the Fund in soliciting voting instructions from Contract owners by providing the Fund with a mailing list of Contract owners, ;
(b) vote Fund shares in accordance with instructions received from Contract owners; and
(c) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive OrderPortfolio for which instructions have been received. Each The Company reserves the right to vote Trust Fund shares held in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each Participating Insurance Company shall be responsible for assuring that each of its separate accounts participating in the Trust Fund calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderthis Section.
4.5 3.5 The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Metropolitan Life Separate Account UL), Participation Agreement (Metlife of Ct Fund Ul Iii for Variable Life Insurance)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information ("SAI"), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company's website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses Contracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly "echo voting" shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderDesignated Portfolio for which instructions have been received,
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Variflex), Participation Agreement (Variflex)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule A hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule A hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor, and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3. The Fund, Distributor and/or Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders shareholder; in such quantity quantity, with expenses to be borne in accordance with Schedule A hereof, as the Company shell may reasonably require to permit timely distribution thereof to contract owners.
4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the consent of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provide in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instruction have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the ex tent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners: and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Fund Participation Agreement (Prudential Variable Contract Account Gi-2), Fund Participation Agreement (Prudential Variable Appreciable Account)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide provide, or cause to provide, the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information ("SAI"), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Designated Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Designated Portfolios) as the Companies Company may reasonably request, if request to deliver to existing Contract owners. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Underwriter shall provide provide, or cause to be provided, 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company's website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Underwriter shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Underwriter, which consent shall not be unreasonably withheld.
3.4. The Underwriter will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act.
3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall follow one of the two procedures outlined below with respect to Fund initiated proxies:
(a) If the Company chooses to solicit Contract owners itself, it shall:
(i) Solicit voting instructions from Contract owners; and
(ii) Vote the shares in accordance with instructions received from such owners. If and to the extent permitted by law, the Company may vote Fund shares for which no instructions have been received in the same proportion as shares for which such distribution instructions have been received from Contract owners.
(b) If the Company chooses to work with the Fund's proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Fund as of the record date to the Fund or its agent in order to facilitate the Fund's solicitation of voting instructions from Contract owners. The Company shall also provide such other information to the Fund or its agent as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. Regardless of which procedure is followed, the Underwriter will pay, or cause to be at paid, the expense associated with text composition, printing, mailing, distributing and tabulation of the Company.
4.4 Each Company shall vote all Trust shares as required by law proxy statements and the Shared Funding Exemptive Ordervoting instructions solicitation materials. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderDesignated Portfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds“Fund Summary Prospectus”), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)Fund Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be upon agreement of the parties. The Fund shall use commercially reasonable efforts to provide the Fund Summary Prospectuses and Fund Prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by a specified date as mutually agreed upon by the Fund and the Company.
4.2 (i) The Trust's Prospectus Fund shall state host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements.
(ii) The Company shall be permitted, but not required, to post a copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498.
3.2. If applicable laws require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use commercially reasonable efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s proxy material, reports to shareholders shareholders, and other communications to shareholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company and upon receipt of the pertinent contact information from the Company, the Fund and/or Distributor shall engage a third party vendor to distribute the aforementioned materials and/or communications to shareholders. If requested by the Company, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners.
(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law and the Mixed and Shared Funding Exemptive Order, the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions timely received from Contract owners; and
(iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract 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. Each The Company reserves the right to vote Trust Fund shares held in its general account and in any separate segregated asset account in its own right, to the extent permitted by law and law.
(iv) assure that each of its separate accounts calculates voting privileges in a manner consistent with all other Participating Insurance Companies and/or as directed by the Shared Funding Exemptive OrderFund for this purpose.
3.5. Each The Company shall be responsible for assuring that each of its separate accounts Accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements the standards set forth in the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt, provided, however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Exemptive Order is superseded by SEC or administrative practice (including no-action relief).
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) of the 1940 Act. Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Lincoln New York Account N for Variable Annuities), Participation Agreement (Lincoln Life Variable Annuity Account N)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request. In addition, if requested by the Compares in lieu Fund shall provide a pdf file of the foregoing printed documentsFund’s current prospectus and Statement of Additional Information for the Company’s web site. If requested, the Trust Fund shall also provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as film containing the Companies may reasonably requestFund’s current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have any the documents printed. The Company may print the Fund’s prospectus and/or its Statement of the prospectus(es), statement Additional Information in combination with other fund companies’ prospectuses and statements of additional information. The Company may also utilize the Fund’s current prospectus on the Company’s internet sites and other electronic and/or public media. Except as provided in Section 5.3, proxy statements, annual reports and semi annual reports all expenses of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents Fund prospectuses and Statements of Additional Information shall be allocated in accordance the expense of the Company. The Company agrees to provide the Fund or its designee with Schedule C attached such information as may be reasonably requested by the Fund to this Agreementassure that the Fund’s expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") Information for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust)Fund, at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution to the Contract owners, such distribution to . Proxy matters will be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held handled in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply accordance with all applicable provisions laws, rules and regulations and by mutual agreement of the 1940 Act requiring voting by shareholdersparties.
3.4 The parties hereto agree to cooperate with each other in connection with any laws, rules or regulations relating to the use of a summary prospectus, and such matters will by handled in particular the Trust will either provide for annual meetings or comply accordance with Section 16(c) all applicable laws, rules and regulations and by mutual agreement of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoparties involved.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
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)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds“Fund Summary Prospectus”), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company or Schwab, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company and Schwab may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)Fund’s Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany or Schwab. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company.
4.2 (i) The Trust's Prospectus Fund shall state host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements.
(ii) The Company shall be permitted, but not required, to post a copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498.
3.2. If applicable laws require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s proxy material, reports to shareholders stockholders, and other communications to shareholders stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners.
(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract owners; and
(iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract owners, so long as and to the Shared Funding Exemptive Orderextent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Each The Company reserves the right to vote Trust Fund shares held in its general account and in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.5. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements the standards set forth in the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt, provided however, the Company shall be free to vote Designated Portfolio shares attributable to the Account in any manner permitted by applicable law, to the extent the Mixed and Shared Funding Order is superseded by SEC or administrative practice (including no-action relief).
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (Corporate Sponsored Vul Separate Account I), Fund Participation Agreement (Separate Account a of Pacific Life & Annuity Co)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide the Companies PLAIC with as many printed copies of the Fund's current prospectus(esprospectus for the Designated Portfolio(s) as PLAIC may reasonably request for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments with expenses to any of the foregoing, as the Companies may reasonably request, if be borne in accordance with Schedule C. If requested by the Compares PLAIC in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in the form of documentation (including a camera-ready film, copy and computer diskettes or typeset electronic document files, all as diskette of the Companies may reasonably request, current prospectus for the Designated Portfolio(s)) and such other assistance as is reasonably necessary in order for PLAIC once each year (or more frequently if the Companies prospectuses for the Designated Portfolio(s) are amended) to have any of the prospectus(es)prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that in the future, statement of additional information, proxy statements, annual reports and semi annual reports of each of PLAIC may request that the Funds prospectus (and no other Funds), semi-annual and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents annual reports) for the ContractsDesignated Portfolio(s) describe only the Designated Portfolio(s) and not name or describe any other portfolios or series that may be in the Fund, unless required by law. Expenses Should PLAIC determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist PLAIC in obtaining the required information from ▇▇▇▇▇ and the expenses associated with providing, printing and distributing such documents shall this form of distribution will be allocated borne in accordance with Schedule C attached to this Agreement.C.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund, Distributor and/or the Adviser shall provide PLAIC with copies of the Fund's SAI or its designee (or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C, as PLAIC may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Trust's discretion, the Prospectus Fund shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and also provide such Statement free of charge to each Company and SAIs to any Contract owner of a Contract or prospective owner who requests such StatementSAI from the Fund (although it is anticipated that such requests will be made to PLAIC).
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts3.3. The Fund, the Trust, at its expense, Distributor and/or Adviser shall provide the Company PLAIC with copies of its the Fund's proxy material, reports to shareholders stockholders and other communications to shareholders stockholders for the Designated Portfolio(s) in such quantity as quantity, with expenses to be borne in accordance with Schedule C.
3.4. It is understood and agreed that, except with respect to information regarding PLAIC provided in writing by PLAIC, PLAIC is not responsible for the Company shell reasonably require content of the prospectus or SAI for distribution the Designated Portfolio(s).
3.5. If and to the Contract owners, such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as extent required by law PLAIC shall:
(i) solicit voting instructions from Contractowners;
(ii) vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contractowners; and
(iii) vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the Shared Funding Exemptive Orderextent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Each Company PLAIC reserves the right to vote Trust Fund shares held in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderlaw.
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Fund Participation Agreement (PLAIC Variable Annuity Account S), Fund Participation Agreement (PLAIC Variable Annuity Account S)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Portfolios printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 The Trust's Prospectus 3.2. A Portfolio’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Portfolio is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Trust shall provide the Company with copies information regarding a Portfolio’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Trust, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Trust or its agent in order to permit the Trust to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Trust as is reasonably necessary in order for the Shared Funding Exemptive OrderTrust to properly tabulate votes for Trust initiated proxies. Each In the event that the Company chooses this option, the Trust shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request. In addition, if requested by the Compares in lieu Fund shall provide a pdf file of the foregoing printed documentsFund's current prospectus and Statement of Additional Information for the Company's web site. If requested, the Trust Fund shall also provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as film containing the Companies may reasonably requestFund's current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have any the documents printed. The Company may print the Fund's prospectus and/or its Statement of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed Additional Information in combination with such documents of other fund companies' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's internet sites and other electronic and/or such documents for the Contractspublic media. Expenses associated with providingExcept as provided in Section 5.4, all expenses of printing and distributing such documents Fund prospectuses and Statements of Additional Information shall be allocated in accordance the expense of the Company. The Company agrees to provide the Fund or its designee with Schedule C attached such information as may be reasonably requested by the Fund to this Agreementassure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.
4.2 3.2 The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") Information for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust)Fund, at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution to the Contract owners.
3.4 If and to the extent required by law, such distribution the Company shall distribute all proxy material furnished by the Fund to Contract owners to whom voting privileges are required to be at extended and shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the expense Fund shares in accordance with instructions received from Contract owners; and
(iii) vote the Fund shares for which no instructions have been received in the same proportion as Fund shares of such Fund for which instructions have been received, so long as and to the Company.
4.4 Each Company shall vote all Trust shares as required by law and extent that the Shared Funding Exemptive OrderSEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Each The Company reserves the right to vote Trust Fund shares held in any separate segregated asset account in its own right, to the extent permitted by law law. The Fund and the Shared Funding Exemptive OrderCompany shall follow the procedures, and shall have the corresponding responsibilities, for the handling of proxy and voting instruction solicitations, as set forth in Schedule C attached hereto and incorporated herein by reference. Each Company Participating Insurance Companies shall be responsible for assuring ensuring that each of its their separate accounts participating in the Trust Fund calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderstandards set forth on Schedule C, which standards will also be provided to the other Participating Insurance Companies.
4.5 3.5 The Trust Fund 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 all applicable provisions the requirements of Rule 498 of the 1940 1933 Act requiring voting by shareholders("Rule 498"). The Company represents and warrants that its use of the summary prospectuses and supplements, its website, and in particular the Trust manner and procedures related to its hosting of the summary prospectuses and supplements on its website will either provide for annual meetings or at all times comply with Section 16(c) the requirements of Rule 498. The Fund, at its sole cost and expense, shall provide the 1940 Act (although Company with summary prospectuses containing the Trust is not one of appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498. The Company, at its sole cost and expense, shall host the trusts described in Section 16(c) of that Act) summary prospectuses and supplements thereto as well as with Sections 16(a) and, if and when applicable, 16(b) Further, any other required documentation on its website. The Company shall provide the Trust will act In accordance Fund with the Securities website URL(s) that will serve as the hyperlinks within the summary prospectus and Exchange Commission's interpretation other required documentation and the Company shall be responsible for maintaining the required documents at such website URLs for the requisite period set forth in Rule 498. The Fund may require the Company to terminate the use of the requirements 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 Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 Company. The Trust or Underwriter will Company shall provide the Companies reasonable advance Fund with at least thirty (30) days' prior written notice of any material change for a Fund, including but not limited to any its intended use of the following changes, summary prospectuses and at least sixty (60) days' prior written notice of its intent to terminate use of the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerssummary prospectuses.
Appears in 2 contracts
Sources: Participation Agreement (Agl Separate Account Vl-R), Participation Agreement (Usl Separate Account Usl Vl-R)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies with Company (at Company’s expense) in portable document format (i.e. PDF) only (or other electronic format as many printed copies of agreed to by the Distributor and the Company) the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund as the Companies Company may reasonably requestrequest for distribution to prospective purchasers of Contracts, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares in lieu of the foregoing printed documents, Company the Trust or its designee shall provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, documentation and such other assistance as is reasonably necessary in order for the Companies parties hereto 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 prospectus for the Trust and any of other funds offered as investments for the prospectus(es)Contracts printed at the Company’s expense together in one document, statement of additional informationprovided however that the Company shall ensure that, proxy statementsexcept as expressly authorized in writing by the Trust, annual reports and semi annual reports of each of no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such documentation has been furnished to the Funds (and no other Funds)Company or its designee, and the Company shall assume liability for any supplements and all alterations, errors or amendments other changes that occur to any of such prospectuses or other Trust documentation after it has been furnished to the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this AgreementCompany or its designee.
4.2 3.2. The Trust's Prospectus ’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Funds is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall upon reasonable request provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall , at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Fund in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Funds for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderFund for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes3.6. If the Trust fails and the Company agree to provide distribute Trust summary prospectuses to Contract owners pursuant to Rule 498 of the Companies 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the required noticerequirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the Underwriter will reimburse terms included in the Companies for all reasonable expenses for facilitating attached Schedule C as of the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 2 contracts
Sources: Participation Agreement (Variable Annuity Account A), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive Order. Each Designated Portfolio for which instructions have been received.
3.5 The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 2 contracts
Sources: Participation Agreement (SBL Variable Annuity Account Xiv), Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Portfolio in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund's prospectus that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company's expense).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners and pay for mailing costs associated with the Company soliciting proxy votes as required in Section 3.5 below.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Symetra Separate Account Sl)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus as the Company may reasonably request for delivery to existing Contract owners. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund’s prospectus that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund’s expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund’s prospectus printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company’s expense).
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the current Statement of Additional information Information ("Statement"“SAI”) for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (John Hancock Life Insurance Co (Usa) Separate Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Fund as is reasonably necessary in order for the Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Fund shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive Order. Each Portfolio for which instructions have been received.
3.5 The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6 If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company and Schwab with as many printed copies of the Fund Prospectus or the Fund’s then current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of summary prospectus (as such term is defined in Rule 498 under the Funds 1933 Act or any successor provision) (and no other Funds“Fund Summary Prospectus”), and any supplements or amendments to any of the foregoingthereto, for each Designated Portfolio as the Companies Company may reasonably request, if request for distribution to Contract owners. If requested by the Compares in lieu Company or Schwab, the Fund or Distributor shall provide such documentation (including a camera-ready copy of the foregoing printed documentsFund Prospectus or Fund Summary Prospectus for each Designated Portfolio as set in type, the Trust shall provide a diskette containing such documents in the form sent to the financial printer, or an electronic copy (in print ready PDF format) of camera-ready film, computer diskettes or typeset electronic document filesthe documents, all as the Companies Company and Schwab may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company and Schwab once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)Fund’s Prospectus or Fund Summary Prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds)including Rule 498, and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany or Schwab. Expenses associated with providing, printing and distributing providing such documents documentation shall be allocated in accordance with Schedule C attached hereto. Notwithstanding anything herein to this Agreementthe contrary, the delivery or use of Fund Summary Prospectuses shall be in the Fund’s sole discretion. The Fund shall use its best efforts to provide the Fund’s summary prospectuses and statutory prospectuses (which only includes the Designated Portfolios offered by the Company) and full SAI by specified date as mutually agreed upon by the Fund and the Company.
4.2 (i) The Trust's Prospectus Fund shall state host and manage all of the electronic documents for purposes of compliance with Rule 498 requirements.
(ii) The Company shall be permitted, but not required, to post a copy of the Fund’s statutory prospectuses on the Company’s website. The Fund documents posted on the Company website are for informational purposes only and are not intended to comply with Rule 498. Notwithstanding the above, the Fund shall be and remain solely responsible for ensuring that the Fund electronic documents are hosted and managed by the Fund’s website and fully comply with the requirements of Rule 498.
3.2. If applicable laws require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter Fund or its designee (or in the Trust's discretionDistributor, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expenseappropriate, shall provide the Company with copies of its the Fund’s SAI, and any supplements thereto, for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company, the Fund or Distributor shall provide an electronic copy of the Fund SAI in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. The Company shall send an SAI to any Contract owner within 3 Business Days of the receipt of a request or such shorter time as may be required by applicable law. The Fund, and/or Distributor, as appropriate, shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Company).
3.3. The Fund and/or Distributor shall use their best efforts to provide the Company, within 10 (ten) business days of scheduled mailing date, with printed copies of the Fund’s proxy material, reports to shareholders stockholders, and other communications to shareholders stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereto, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company or Schwab, the Fund or Distributor shall provide an electronic copy of such documentation in a format suitable for posting on an Internet website maintained by or on behalf of the Company and/or Schwab. In lieu of all or part of the foregoing, the Fund may elect to retain, at its own expense, a proxy solicitation firm to perform some or all of the tasks necessary for the Company to obtain voting instructions from Contract owners.
(i) The Fund shall provide the Company with printed copies of Fund annual and semiannual reports in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners, such distribution with expenses to be at the expense of the Companyborne in accordance with Schedule C hereto.
4.4 Each Company shall vote all Trust shares as 3.4. If and to the extent required by law and the Shared Funding Exemptive Order. Each Company reserves shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the right to vote Trust Designated Portfolio(s) shares held in any separate account the Account in its own rightaccordance with instructions received from Contract owners; and
(iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract owners, so long as and to the extent permitted by law and that the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of SEC continues to interpret the 1940 Act requiring to require pass-through voting by shareholders, and in particular the Trust will either provide privileges for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.variable contract
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Account a of Pacific Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 4.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the a Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 4.2. If applicable state or federal laws or regulations require that the Statement of Additional information ("Statement") SAI for a Fund be distributed to all Contract Owners, then the Trust is available from Fund and/or the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule B hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Distributor and/or the Fund shall also provide an SAI to any Contract Owner or prospective owner who requests such SAI from the Fund.
4.3. Each Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule B hereof, as the Company shell may reasonably require for to permit timely distribution thereof to the Contract owners, such distribution to be at the expense of the CompanyOwners.
4.4 Each 4.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall not be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions content of the 1940 Act requiring voting by shareholdersProspectus or SAI for a Fund. It is also understood and agreed that, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) except with respect to periodic elections information regarding a Fund, the Distributor, the Adviser or the Portfolios provided in writing by a Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of Trustees and with whatever rules the Commission may promulgate with respect theretoprospectus or SAI for the Contracts.
4.6 The Trust 4.5. Each Fund or Underwriter its designee will use its best efforts to provide the Companies reasonable advance Company with 90 days’ notice of any material change for a FundFund or Portfolio, including but not limited to any of the following changes, to the extent material in the particular caseto: (a) fund objective changes, ; (b) anticipated fund mergers/reorganizations or substitutions, ; (c) fund name changes, and/or no action or exemptive requests granted by the SEC; (d) fund adviser Fund and/or Portfolio name changes; (e) Fund or Portfolio adviser, sub-adviser and/or portfolio manager changes; and/or (f) conditions or undertakings that affect the Company’s rights or obligations under this Agreement.
4.6. If In the Trust fails event of a proxy solicitation the Fund at its expense shall:
(a) mail the proxy materials to provide Contract Owners and tabulate the Companies with results. In order to assist the required noticeFund in the process, the Underwriter Insurance Company will reimburse provide to the Companies for all reasonable expenses for facilitating Fund or its designated representative, at the changes Insurance Company’s own expense, adequate electronic files so that the Fund may make proper solicitations of Contract Owners. The electronic files will be in a mutually acceptable format and for notifying will contain Contract ownersOwner information, mailing information, and the numbers of shares of each applicable Fund in which each Contract Owner has an interest on the record date.
Appears in 1 contract
Sources: Fund Participation Agreement (Pruco Life Variable Universal Account)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the ContractsContracts and the prospectus for the Fund printed together in one document. Expenses associated with providing, printing The Fund hereby notifies Company that it may be appropriate to include in the prospectus to which a Contract is offered disclosure regarding the potential risk of Mixed and distributing such documents shall be allocated in accordance with Schedule C attached to this AgreementShared Funding.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretionFund, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, and/or Distributor shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, or the Portfolios provided in writing or approved of in writing by the Fund or the Distributor, neither the Fund nor the Distributor is responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16
(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Acct No 49 of Axa Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request. In addition, if requested by the Compares in lieu Fund shall provide a pdf file of the foregoing printed documentsFund's current prospectus and Statement of Additional Information for the Company's web site. If requested, the Trust Fund shall also provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as film containing the Companies may reasonably requestFund's current prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have any the documents printed. The Company may print the Fund's prospectus and/or its Statement of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed Additional Information in combination with such documents of other fund companies' prospectuses and statements of additional information. The Company may also utilize the Fund's current prospectus on the Company's internet sites and other electronic and/or such documents for the Contractspublic media. Expenses associated with providingExcept as provided in Section 5.3, all expenses of printing and distributing such documents Fund prospectuses and Statements of Additional Information shall be allocated in accordance the expense of the Company. The Company agrees to provide the Fund or its designee with Schedule C attached such information as may be reasonably requested by the Fund to this Agreementassure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.
4.2 3.2 The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") Information for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust)Fund, at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution to the Contract owners, such distribution to . Proxy matters will be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held handled in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply accordance with all applicable provisions laws, rules and regulations and by mutual agreement of the 1940 Act requiring voting by shareholdersparties.
3.4 The parties hereto agree to cooperate with each other in connection with any laws, rules or regulations relating to the use of a summary prospectus, and such matters will by handled in particular the Trust will either provide for annual meetings or comply accordance with Section 16(c) all applicable laws, rules and regulations and by mutual agreement of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoparties involved.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.3. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Distributor or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Distributor as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Distributor and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the (a) current prospectus(es)summary prospectus for the Portfolios, statement (b) current statutory prospectus for the Portfolios, (c) current Statement of additional InformationAdditional Information (“SAI”)for the Portfolios, proxy statements(d) prospectus supplements for the Portfolios, and (e) annual and semi-annual shareholder reports for each Portfolio and semi annual reports each class of each Portfolio (to facilitate compliance with the requirements of Item 27A of Form N1-A) (“Tailored Shareholder Reports”) ((a) through (e) collectively, the Funds (and no other Funds“Fund Documents”), and any supplements or amendments to any of proxy statements for the foregoing, Portfolios as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu thereof, the Fund shall provide the Fund Documents (including a print-ready PDF, or an electronic copy of the foregoing printed documents, the Trust shall provide such documents in a format suitable for printing and posting on the form of camera-ready film, computer diskettes or typeset electronic document filesCompany’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents Fund Documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. The Company shall host and maintain the website(s) specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the Fund Documents are publicly accessible, free of charge, at the website(s), in accordance with the conditions set forth in that paragraph, provided that the Fund and Adviser fulfill their obligations herein. The Fund shall transmit a .pdf file of the Fund Documents to the Company’s third-party website hosting vendor using the e-mail address specified in Schedule D hereto, which e-mail address may be changed by the Company upon written notice to the Fund, and the Fund shall ensure that the Fund Documents comply with the PDF Submission Requirements set forth in Schedule D hereto. The Fund shall transmit the Fund Documents as soon as practicable after filing with the SEC but no later than fifty-five (55) days after the close of the period for which the Fund Documents are being made. The Fund shall provide updated versions of the Fund Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Fund shall be responsible for ensuring that the Fund Documents (a) meet the applicable standards of the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act, and all rules and regulations under those Acts (including Form N-1A requirements); (b) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (c) comply with the PDF Submission Requirements set forth in Schedule D hereto; and (d) contain appropriate links and adjustments (include code level adjustments) reasonably designed to comply with the “Web Content Accessibility Guidelines” created by the World Wide Web Consortium (WCAG) 2.1, Level AA (including compatibility with, and for, “screen reader tools” commonly used by the visually impaired). The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund shall ensure that a summary prospectus is used for each Fund, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Fund shall provide such data regarding each Portfolio’s expense ratios and investment performance to facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Fund shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its reports annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company):
(a) the gross “Annual Portfolio Company Expenses” for each Portfolio, calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to shareholders Item 4 of Form N-4, and other communications (ii) Instruction 4(a) to shareholders Item 4 of Form N-6); and
(b) the net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio, calculated in such quantity as accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and
(c) the “Average Annual Total Returns” for each Portfolio (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1-, 5-, and 10-year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18of Form N-6); and
(d) the name of the investment adviser(s) and sub-adviser(s) of each Portfolio, if any.
3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shell reasonably require for distribution shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners, such distribution to be at the expense owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.6. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.7. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports for the Contracts and semi annual reports the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Regardless of each of which procedure is followed, the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with Company shall be responsible for forwarding such documents of other fund companies' and/or such documents for to the Contractsapplicable Contract owners as required by applicable law
3.2. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall , at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in the form required by the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. In the event that the Company chooses this option, (a) the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received; and the Company shall provide the Fund or its agent all information reasonably necessary in order for the Fund or its agent to send solicitation material to and gather voting instructions from Contract owners and to properly tabulate votes, including “echo votes,” for Fund initiated proxies.
(b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolios in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received.
3.5. The Company shall vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of insurance company. However, the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company (at the Company's expense) with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), prospectus and any amendments thereof or supplements or amendments to any of the foregoing, thereto as the Companies Company may reasonably request, if . If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of any prospectus as set in type at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any the disclosure document for the Contracts and the Fund's prospectus printed together in one document and delivered to existing and prospective Contract owners (such printing and delivery to be at the Company's expense). It is understood and agreed that the Company is not responsible for the content of the prospectus(es), prospectus or statement of additional informationinformation (the SAI) for the Fund, proxy statementsexcept to the extent that statements in the Fund's prospectus or SAI reflect information given to the Fund by the Company. It is also understood and agreed that, annual reports except with respect to information provided to the Company by the Fund, the Underwriter, or the Adviser, the Fund, the Adviser, and semi annual reports of each the Underwriter shall not be responsible for the content of the Funds (and no other Funds)prospectus, and any supplements SAI, or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents disclosure statement for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") SAI for the Trust Fund is available from the Underwriter or its designee (or in the TrustFund's discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the TrustFund as permitted by law), at its expense, shall print and provide such Statement SAI free of charge to each the Company and to any owner of a Contract or prospective owner who requests such StatementSAI. The Fund will not be responsible for any distribution expenses.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust3.3. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.4. If and to the extent required by law the Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with timely instructions received from Contract owners; and
(iii) vote Fund shares for which (a) no timely instructions have been received, and (b) Fund shares not attributable to Contract owners, in the same proportion as Fund shares of such distribution portfolio for which timely instructions have been received, so long as and to be at the expense of extent that the Company.
4.4 Each Company shall vote all Trust shares as required by law and SEC continues to interpret the Shared Funding Exemptive Order1940 Act to require pass-through voting privileges for variable contract owners. Each The Company reserves the right to vote Trust Fund shares held in any separate account Account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each The Company shall be responsible for assuring that each of its separate accounts Separate Accounts participating in the Trust Fund calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderother Participating Insurance Companies.
4.5 3.5. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16
(a) with respect to periodic elections of Trustees directors and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Offitbank Variable Insurance Fund Inc)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party specifically for distribution use in the prospectus or SAI of the Fund, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund or the Distributor specifically for use therein, neither the Fund nor the Distributor are responsible for the content of the prospectus or SAI for the Contracts.
3.5. So long as and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange CommissionSEC's interpretation of the requirements of Section 16(a16
(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Acct No 49 of Axa Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version, of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the ContractsContracts and the prospectus for the Fund printed together in one document. Expenses associated with providing, printing The Fund hereby notifies Company that it may be appropriate to include in the prospectus to which a Contract is offered disclosure regarding the potential risk of Mixed and distributing such documents shall be allocated in accordance with Schedule C attached to this AgreementShared Funding.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretionFund, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, and/or Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or the Distributor shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with, expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, or the Portfolios provided in writing or approved of in writing by the Fund or the Distributor, neither the Fund nor the Distributor is responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in such quantity as the Company shell reasonably require for distribution to the Contract owners, such distribution to be at the expense of the Company.
4.4 Each form provided. The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance prior written notice of any material change for a Fundproposed modification of such information, including but which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not limited to modify such information in any way without the prior consent of the following changesDistributor, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich consent shall not be unreasonably withheld.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectuses as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser or Distributor shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, and/or the Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the applicable Fund policies. The Distributor or Adviser agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and the Shared Funding Exemptive Order.
4.5 3.7. The Trust will Distributor and the Adviser agree to cause the Fund to comply with all applicable provisions of the 1940 Act and regulations promulgated thereunder requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Acct No 49 of Axa Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide provide, or cause to provide, the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Designated Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Designated Portfolios) as the Companies Company may reasonably request, if request to deliver to existing Contract owners. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Underwriter shall provide provide, or cause to be provided, 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Underwriter shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Underwriter, which consent shall not be unreasonably withheld.
3.4. The Underwriter will pay or cause to be paid the expenses associated with text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of the 1940 Act.
3.5. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall follow one of the two procedures outlined below with respect to Fund initiated proxies:
(a) If the Company chooses to solicit Contract owners itself, it shall:
(i) Solicit voting instructions from Contract owners; and
(ii) Vote the shares in accordance with instructions received from such owners. If and to the extent permitted by law, the Company may vote Fund shares for which no instructions have been received in the same proportion as shares for which such distribution instructions have been received from Contract owners.
(b) If the Company chooses to work with the Fund’s proxy service provider, the Company shall provide a list of Contract owners with value allocated to a Fund as of the record date to the Fund or its agent in order to facilitate the Fund’s solicitation of voting instructions from Contract owners. The Company shall also provide such other information to the Fund or its agent as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. Regardless of which procedure is followed, the Underwriter will pay, or cause to be at paid, the expense associated with text composition, printing, mailing, distributing and tabulation of the Company.
4.4 Each Company shall vote all Trust shares as required by law proxy statements and the Shared Funding Exemptive Ordervoting instructions solicitation materials. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund's prospectus that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus printed together in one document or as a stand alone document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company's expense).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to the Contract owners. If requested by the Company in lieu thereof, such distribution to be the Fund shall provide at the Fund's expense, or at the expense of its designee, such documentation (including a final copy of the CompanyFund's proxy statements, periodic reports to shareholders, and other communications to shareholders, as set in type or in camera-ready copy or in electronic form) and other assistance as reasonably necessary for the Company to print such shareholder communications for distribution to Contract owners.
4.4 Each 3.5. The Company shall shall:
(i) solicit voting instructions from Contract owners;
(ii) vote all Trust the Fund 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 SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Corporate Sponsored Vul Separate Account I)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company, at the Company’s expense, with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds prospectus (and no other Funds), and which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably request for use with prospective contract owners and applicants. The Underwriter shall print and distribute, at the Fund’s or amendments to any of the foregoingUnderwriter’s expense, as many copies of said prospectus as necessary for distribution to existing contract owners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Companies may reasonably requestprospectus to existing contract owners or participants, if as required by law. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation including a final copy of a current prospectus set in type or at the request of the Company, as a PDF or diskette in the form of camera-ready filmsent to the financial printer, computer diskettes or typeset electronic document files, all as at the Companies may reasonably request, Fund’s expense and such other assistance as is reasonably necessary in order for the Companies Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents new prospectus for the ContractsContracts and the Fund’s new prospectus printed together in one document. Expenses associated with providing, printing and distributing In such documents case the Fund shall be allocated in accordance with Schedule C attached to this Agreementbear its proportionate share of expenses as described above.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information Information ("Statement"“SAI”, which term, as used in this Agreement shall include any supplement thereto) for the Trust Fund is available from the Underwriter or its designee (or or, in the Trust's Fund’s discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the Trust)Fund) shall provide such SAI, at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of or participant under a Contract or prospective owner who requests such StatementSAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, (including information that is legally required to be included in the prospectus for such accounts the Account) which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract.
3.4. The Fund shall provide the Company with copies of its voting instructions, proxy material, if any, reports to shareholders and certain other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution require. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of all proxy materials or reports to the Contract ownersshareholders) set in type or, such distribution to be at the expense request of the Company, as a PDF or diskette in the form sent to the financial printer. The Fund shall bear the costs of printing and distributing such documentation to existing contract owners or participants, and for tabulating and reporting associated with Fund proxies (except for costs relating to activities attributable to the Company).
4.4 Each Company shall vote all Trust shares as 3.5. If and to the extent required by law the Company shall:
(i) solicit voting instructions from contract owners or participants;
(ii) vote the Fund shares held in the Account in accordance with instructions received from contract owners 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 contract owners or participants; so long as and to the Shared Funding Exemptive Orderextent that the SEC continues to interpret the 1940 Act to require “pass-through” voting privileges for variable contract owners. Each The Company reserves the right to vote Trust Fund shares held in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust Fund calculates voting privileges in a manner consistent with all legal requirements and other Participating Insurance Companies as those procedures are provided to the Shared Funding Exemptive OrderCompany by the adviser.
4.5 3.6. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular as required, the Trust Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund’s profiles as the Company may reasonably request. The Fund shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund’s prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund’s expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports prospectus for the Contracts and semi annual reports of each of the Funds (and no Fund’s prospectus or profile printed together in one document with other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for funds available under the Contracts. Expenses associated with providing, The allocation of the expenses of such printing and distributing such documents shall will be allocated in accordance with Schedule C attached to governed by Section 5.3 of this Agreementagreement.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the current Statement of Additional information Information ("Statement"“SAI”) for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Metlife Investors Variable Annuity Account Five)
Prospectuses and Proxy Statements; Voting. 4.1 (a) The Trust Insurer shall provide the Companies with as many printed copies distribute such Prospectuses, proxy statements and periodic reports of the current prospectus(es), statement Investment Company to the owners of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements Variable Contracts as required to be distributed to such Variable Contract Owners under applicable federal or amendments to any of the foregoing, as the Companies may reasonably request, if requested by the Compares in lieu of the foregoing printed documents, the Trust shall provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, and such other assistance as is reasonably necessary in order for the Companies to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreementstate law.
4.2 (b) The Trust's Prospectus shall state that Distributor or the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust)Investment Company, at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its their expense, shall provide the Company Insurer with as many copies of its reports Investment Company’s current Prospectus, SAI, and any supplements to shareholders these materials, shareholder reports, proxy statements and other shareholder communications to shareholders (“Disclosure Documents”) in such quantity as the Company shell reasonably Insurer shall reasonable require for distribution purposes of distributing to owners of Variable Contracts issued by the Contract ownersInsurer in connection with the offerings and transactions contemplated by this Agreement. In addition, such distribution the Distributor shall provide the Insurer with as many copies of the Investment Company’s proxy materials that are required to be at sent. If requested by the expense Insurer, in lieu of providing the Insurer with printed copies of the Company.
4.4 Each Prospectuses, SAI, supplements and proxy materials, the Investment Company shall vote all Trust shares transmit such materials in an electronic format (including camera-ready copies) and provide other assistance as required by law may be reasonably necessary for the Insurer to either print a stand-alone document or print together in one document the current prospectus for the Variable Contracts and the Shared Funding Exemptive Ordercurrent Prospectus for the Investment Company, or a document combining the Investment Company Prospectus with prospectuses of other funds in which the Variable Contracts may be invested. Each Company reserves In this case, the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company Insurer shall be responsible for assuring that each the expense of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderprinting such documents.
4.5 The Trust will comply with all applicable provisions (c) For purposes of the 1940 Act requiring voting by shareholdersthis Agreement, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) “Prospectus” means with respect to periodic elections any Shares, the most recent Summary Prospectus (as defined in Rule 498 under the 1933 Act), Statutory Prospectus (as defined in Rule 498) and Statement of Trustees Additional Information (“SAI”) and with whatever rules any supplement thereto, pursuant to which a Fund publicly offers the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide Shares; provided however, that this definition shall not be construed to require the Companies reasonable advance notice Distributor, the Insurer of any material change for Fund to delivery any Statutory Prospectus or SAI other than at the express request of a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Variable Contract ownersOwner.
Appears in 1 contract
Sources: Fund Participation Agreement (Jefferson National Life of New York Annuity Account 1)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust shall provide the Companies with as many printed copies of the current prospectus(es), statement of additional Informationinformation, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if . If requested by the Compares Companies in lieu of the foregoing printed documents, the Trust shall provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, and such other assistance as is reasonably necessary in order for the Companies to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 The Trust's Prospectus shall state that the Statement of Additional information Information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor (or the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution to the Contract owners, such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all the legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust will act In in accordance with the Securities and Exchange Commission's interpretation Interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Master Participation Agreement (Hartford Life Insurance Co Separate Account Three)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. Subject to Section 6.1 and the Trust’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many copies of the Trust’s current Prospectuses as the Company may reasonably request. The Trust shall provide bear the Companies with as many printed expenses of printing copies of the current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds Trust’s Prospectuses: (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, i) if requested by Contract owners, for the Compares Contracts that will be distributed to existing Contract owners and (ii) that are used in lieu of connection with offering the foregoing printed documentsContracts issued by the Company. As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Trust Company represents and warrants that it, at the Trust’s expense, shall provide such documents deliver the Trust’s summary prospectus, if used, to existing Contract owners and potential investors in the form of camera-ready film, computer diskettes or typeset electronic document files, a manner that satisfies all as the Companies may reasonably request, and such other assistance as is reasonably necessary in order for the Companies to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreementapplicable legal requirements.
4.2 3.2. The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee Distributor (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expenseexpense and upon request of the Company, shall print and provide such Statement an electronic copy of the current SAI for the Trust free of charge to each the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. Within three (3) Business Days of receiving a request for such accounts which are designated on Schedule A as Putnam Hartford Separate Accountsa paper copy or an electronic copy of a Trust statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Trust Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Trust Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Trust Document that it has received from the Trust pursuant to Section 3.1 above.
3.4. The Trust shall provide the Company with information regarding the Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information and agrees that it may not modify such information in any way without the prior consent of the Trust.
3.5. The Trust hereby grants to the Company a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder.
3.6. The Trust at its expense, or at the expense of its designee, shall notify the Company of any intended proxy and provide the Company with copies of its reports to shareholders and other communications to shareholders proxy material in such quantity as the Company shell shall reasonably require for distribution to the Contract ownersrequire. The Trust, such distribution to be at the expense on behalf of the Company, shall deliver such documents to Contract owners in accordance with applicable laws.
4.4 Each Company shall 3.7. The Trust, at its expense, shall:
(i) solicit voting instructions from Contract owners eligible to vote all on a matter;
(ii) vote the Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to in accordance with instructions received from such Contract owners; and
(iii) vote Trust shares held of Contract owners eligible to vote for which no instructions have been received in any separate account in its own rightthe same proportion as Trust shares of Contract owners eligible to vote on such matter for which instructions have been received, so long as and to the extent permitted by law and that the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of SEC continues to interpret the 1940 Act requiring and/or relief and interpretations thereunder to require pass-through voting by shareholders, and in particular the Trust will either provide privileges for annual meetings variable contract owners or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the otherwise required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownersby law.
Appears in 1 contract
Sources: Participation Agreement (Virtus Variable Insurance Trust)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Trust printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus ’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Trust shall provide the Company with copies information regarding the Trust’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Trust, which consent shall not be unreasonably withheld.
3.4. Pursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e- 3”), the Company shall ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for distribution most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Trust shall send a .pdf file of the Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide a paper notice to Contract owners, such distribution to be at the expense fulfill ad hoc requests from Contract owners for a paper copy of any of the Company.
4.4 Each Company shall vote Required Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all Trust shares as required by law and the Shared Funding Exemptive OrderRule 30e-3. Each Company reserves the right Contract owner elections to vote receive future Trust shares held shareholder reports in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company paper shall be responsible for assuring that each of its separate accounts participating governed by Section 3.1. Rule 30e-3 expenses shall be borne in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect theretoSchedule B hereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Lincoln Variable Insurance Products Trust)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. If requested by the Company in lieu thereof, the Distributor shall provide an electronic version of the SAI to the Company. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor shall provide the Company with copies, or an electronic version if requested by the Company in lieu thereof, of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Northwestern Mutual Variable Life Account II)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund or its agent shall provide the Companies Company with as many printed copies of the Fund's current prospectus as are requested by the Company. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund's prospectus or profile printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company's expense).
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor the Trust)Fund, at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder (See Section 7.1) and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Separate Account B of Ing Usa Annuity Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information ("SAI"), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company's website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, -4- supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company's web-site or printed individually by the Company if it so chooses.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly "echo voting" shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Portfolio in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. Subject to Section 7.1 and the Fund’s determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Designated Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe in detail the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be at the expense extent otherwise required by law, the Company shall solicit voting instructions from Contract holders and vote shares of the Company.
4.4 Each Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. The Company shall be responsible for assuring that its Accounts participating in a Designated Portfolio calculates voting privileges as required by law the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive OrderCompany agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. Each Company shall be responsible for assuring that each of its separate accounts participating The parties agree to comply with the terms included in the Trust calculates voting privileges in a manner consistent with all legal requirements and attached Schedule C as of the Shared Funding Exemptive Ordereffective date of this Agreement.
4.5 The Trust will comply with all applicable provisions 3.7. Within three (3) Business Days of the 1940 Act requiring voting by shareholdersCompany receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and in particular the Trust will either provide for most recent annual meetings or comply with Section 16(c) and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (although “Fund Documents”), the Trust is not one Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the trusts described in Fund Document that it has received from the Fund pursuant to Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto3.1 above.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser or the Distributor shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor and/or the Adviser shall provide the Company with copies of the Fund’s proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive OrderOrder that would have a material impact on this Agreement or on the parties’ rights and obligations under this Agreement.
4.5 3.7. The Trust Adviser and the Distributor represent and warrant that the Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust Fund will either provide for annual meetings or comply with (except insofar as the SEC may interpret Section 16(c) 16 of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) to require such meetings). Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund’s profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund’s prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus, in such electronic form as is mutually agreed, at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund’s expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund’s prospectus or profile printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company’s expense).
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the current Statement of Additional information Information ("Statement"“SAI”) for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements as required by the Mixed and the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Annuity Investors Variable Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(es)prospectus, statement of additional Informationcurrent SAI, supplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Fund (and no other for distribution to Contract owners with value allocated to such Funds), and any supplements or amendments to any of the foregoing, ) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports for the Contracts and semi annual reports of each of the Funds (and no other Funds), and any supplements printed together in a single document or amendments to any of posted on the foregoing, Company’s web-site or printed in combination with such documents of other fund companies' and/or such documents for individually by the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this AgreementCompany if it so chooses.
4.2 3.2. The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies information from the prospectus regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide the Distributor with prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.3. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Fund as of the record date to the Distributor or its agent in order to permit the Distributor to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Distributor as is reasonably necessary in order for the Shared Funding Exemptive OrderDistributor to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Distributor shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Fund for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Funds for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Fund for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports for the Contracts and semi annual reports the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Regardless of each of which procedure is followed, the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with Company shall be responsible for forwarding such documents of other fund companies' and/or such documents for to the Contractsapplicable Contract owners as required by applicable law
3.2. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in the form required by the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. In the event that the Company chooses this option, (a) the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received; and the Company shall provide the Fund or its agent all information reasonably necessary in order for the Fund or its agent to send solicitation material to and gather voting instructions from Contract owners and to properly tabulate votes, including “echo votes,” for Fund initiated proxies.
(b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolios in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received.
3.5. The Company shall vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of insurance company. However, the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports prospectus for the Contracts and semi annual reports of each of the Funds (and no Fund's prospectus or profile printed together in one document with other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for funds available under the Contracts. Expenses associated with providing, The allocation of the expenses of such printing and distributing such documents shall will be allocated in accordance with Schedule C attached to governed by Section 5.3 of this Agreementagreement.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions nom Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Metlife Investors Variable Annuity Account One)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus describing only the Classes of the Designated Portfolios listed on Schedule B as the Company may reasonably request. The Fund or the Underwriter shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles, statement if any, for the Fund that will be distributed to existing Contract owners, and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes new prospectus on diskette at the Fund's or typeset electronic document files, all as the Companies may reasonably request, Underwriter's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any the prospectus for the Contracts and the Fund's prospectus printed together in one document (such printing of the prospectus(esFund's prospectus and profiles for existing Contract owners to be at the Fund's or Underwriter's expense, provided, however, that such expense shall not exceed the cost the Fund or the Underwriter otherwise would incur to print the prospectuses), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trustuse in any prospectus or other descriptive document relating to a Contract.
3.4. The Transfer Agent, at its or the Underwriter's expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners invested in the Fund.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Shares in accordance with instructions received from Contract owners; and
(iii) vote Shares for which no instructions have been received in the same proportion as Shares of such portfolio for which instructions have been received, so long as and to the Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust shares Shares held in any separate segregated asset account in its own rightthe same proportion as Shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderlaw.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Merrill Lynch Life Variable Annuity Separate Account D)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Distributor shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.3. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Distributor or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Distributor as is reasonably necessary in order for the Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Fund shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies Company with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("StatementSAI") for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund's SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser, the Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, the Distributor and/or the Adviser shall provide the Company with copies of the Fund's proxy material, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing or approved of in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the Contract owners, such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as extent required by law and the Shared Funding Exemptive OrderCompany shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners;
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and law; and
(e) except with respect to matters as to which the Shared Funding Exemptive OrderCompany has the right in connection with certain Contracts under Rule 6e-2 or Rule 6e-3(T) under the 1940 Act, to vote Portfolio shares without regard to voting instructions from Contract owners, neither the Company nor any of its affiliates will recommend action in connection with, or oppose or interfere with, the actions of the Fund Board to hold shareholder meetings for the purpose of obtaining approval or disapproval from shareholders (and, indirectly, from Contract owners) of matters put before the shareholders.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Fund Participation Agreement (Separate Acct No 49 of Axa Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Trust printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus ’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Trust shall provide the Company with copies information regarding the Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Trust, which consent shall not be unreasonably withheld.
3.4. Pursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3”), the Company shall ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Trust shall send a .pdf file of the Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all as required by Rule 30e-3. Contract owner elections to receive future Trust shareholder reports in paper shall be governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with Schedule B hereto.
3.5. The Company shall host and maintain the websites specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the following documents (collectively, “Trust Documents”) are publicly accessible, free of charge, at those websites, in accordance with the conditions set forth in that paragraph, provided that the Trust and Adviser fulfill their obligations herein: (1) summary prospectus for the Funds; (2) statutory prospectus for the Funds; (3) statement of additional information (“SAI”) for the Funds; and (4) most recent annual and semi-annual reports to shareholders (under Rule 30e-1 under the 1940 Act) for the Funds. The Trust shall send a .pdf file of the Trust Documents to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days prior to May 1. The Trust shall provide updated versions of the Trust Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Trust shall ensure that a summary prospectus is used for each Trust, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Trust shall provide such data regarding each Fund’s expense ratios and other communications investment performance to shareholders facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Fund expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company):
(a) the gross “Annual Fund Company Expenses” for each Fund, calculated in such quantity as accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); and
(b) the net “Annual Fund Company Expenses” (aka “Total Annual Trust Operating Expenses”) for each Fund, calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund (or Trust); and
(c) the “Average Annual Total Returns” for each Fund (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).
3.6. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shell reasonably require for distribution shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Fund as of the record date to the Trust or its agent in order to permit the Trust to send solicitation material and gather voting instructions from Contract owners, such distribution to be at the expense owners on behalf of the Company. The Company shall also provide such other information to the Trust as is reasonably necessary in order for the Trust to properly tabulate votes for Trust initiated proxies. In the event that the Company chooses this option, the Trust shall be responsible for properly “echo voting” shares of a Fund for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Fund in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Funds for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderFund for which instructions have been received.
3.7. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes3.8. If the Trust fails and the Company agree to provide distribute Trust summary prospectuses to Contract owners pursuant to Rule 498 of the Companies 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the required noticerequirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Trust summary prospectuses. The parties agree to comply with the Underwriter will reimburse terms included in the Companies for all reasonable expenses for facilitating attached Schedule C as of the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Underwriter shall provide the Companies Company, at the Company’s expense, with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds prospectus (and no other Funds), and which term as used in this Agreement shall also include any supplements thereto) as the Company may reasonably request for use with prospective contract owners and applicants. The Underwriter shall print and distribute, at the Fund’s or amendments to any of the foregoingUnderwriter’s expense, as many copies of said prospectus as necessary for distribution to existing contract owners or participants and provide same to Company on a timely basis such that Company can satisfy its obligation to provide the Companies may reasonably requestprospectus to existing contract owners or participants, if as required by law. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation including a final copy of a current prospectus set in type or at the request of the Company, as a PDF or diskette in the form of camera-ready filmsent to the financial printer, computer diskettes or typeset electronic document files, all as at the Companies may reasonably request, Fund’s expense and such other assistance as is reasonably necessary in order for the Companies Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents new prospectus for the ContractsContracts and the Fund’s new prospectus printed together in one document. Expenses associated with providing, printing and distributing In such documents case the Fund shall be allocated in accordance with Schedule C attached to this Agreementbear its proportionate share of expenses as described above.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information Information ("Statement"“SAI”, which term, as used in this Agreement shall include any supplement thereto) for the Trust Fund is available from the Underwriter or its designee (or or, in the Trust's Fund’s discretion, the Prospectus prospectus shall state that such Statement SAI is available from the TrustFund), and the Underwriter tor (or the Trust)Fund) shall provide such SAI, at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of or participant under a Contract or prospective owner who requests such StatementSAI or, at the Company’s expense, to any prospective contractowner or applicant who requests such SAI.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as information regarding the Company shell reasonably require for distribution to the Contract ownersFund’s expenses, such distribution (including information that is legally required to be at included in the expense prospectus for the Account) which information may include a table of the Company.
4.4 Each Company shall vote all Trust shares as required by law fees and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held related narrative disclosure for use in any separate account in its own right, prospectus or other descriptive document relating to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive OrderContract.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders a Contract. The Company agrees that it will use such information substantially Participation Agreement Among Security Benefit Life Insurance Company, RidgeWorth Funds and other communications to shareholders RidgeWorth Capital Management, Inc. in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Distributor shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Fund and/or Distributor shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or Distributor shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Fund shall bear the expense of printing copies of the current prospectus(es)prospectus and profiles for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (Fund's prospectus and no other Funds), and any supplements or amendments to any of profiles that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in documentation (including a final copy of the form of camera-ready film, computer diskettes or typeset electronic document files, all as new prospectus on diskette at the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports prospectus for the Contracts and semi annual reports of each of the Funds (and no Fund's prospectus or profile printed together in one document with other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for funds available under the Contracts. Expenses associated with providing, The allocation of the expenses of such printing and distributing such documents shall will be allocated in accordance with Schedule C attached to governed by Section 5.3 of this Agreementagreement.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the current Statement of Additional information Information ("StatementSAI") for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (First Metlife Investors Variable Annuity Account One)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter, or its designee, shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi semi-annual reports of each of the Funds Designated Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Designated Portfolios) as the Companies Company may reasonably request, if request to deliver to existing Contract owners. The Underwriter will contact the Company and request the total quantity of printed materials necessary for the Company to complete the required mailings to their Contract owners. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Underwriter shall provide such documents in (including digital files, Portable Document Format (PDF) or Hyper-Text Markup Language (HTML) for posting on the form of camera-ready film, computer diskettes or typeset electronic document filesCompany’s website, all as the Companies Company may reasonably request, request and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports for the Contracts and semi annual reports of each of the Funds (and no other Funds), and any supplements printed together in a single document or amendments to any of posted on the foregoing, Company’s web-site or printed in combination with such documents of other fund companies' and/or such documents for individually by the ContractsCompany if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The Trust's Prospectus Funds’ prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust is available Funds are available.
3.3. The Adviser shall provide upon request from the Company information regarding the Funds’ expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior written consent of the Funds, which consent shall not be unreasonably withheld.
3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Underwriter or its designee (Transfer Agent or their agent in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and order to permit the Underwriter tor the Trust)or Transfer Agent, at its expenseon behalf of Funds, shall print to send solicitation material and provide such Statement free of charge to each Company and to any owner of a gather voting instructions from Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated owners on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, shall provide the Company with copies of its reports to shareholders and other communications to shareholders in such quantity as the Company shell reasonably require for distribution to the Contract owners, such distribution to be at the expense behalf of the Company. The Company shall also provide such other information to the Underwriter or Transfer Agent as is reasonably necessary in order for the Underwriter or Transfer Agent to properly tabulate votes for proxies initiated by the Funds. In the event that the Company chooses this option, the Underwriter or Transfer Agent shall be responsible for properly “echo voting” shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderDesignated Portfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Funds shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund's current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments Fund's prospectus that are used in connection with offering the Contracts issued by the Company. The Fund shall bear the expense of printing the Fund's prospectus that will be distributed to any of the foregoing, as the Companies may reasonably request, if existing Contract owners. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund's expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund's prospectus printed together in combination one document with such documents prospectuses of other fund companies' and/or such documents funds offered through the Variable Insurance Products. The Fund is responsible for its share of printing costs for the Contractscombined funds prospectus based on pro-rata page count. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 The Trust's Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the TrustFund), at its expense, shall print and provide such Statement a reasonable number of copies of the current SAI for the Fund free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such Statement.
4.3 Except SAI. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners. In the event the Company prints the Fund reports to shareholders together in one document with the reports to shareholders of other funds, the Fund is responsible for its share of printing costs for the combined funds report based on pro-rata page count. The Company shall: solicit voting instructions from Contract owners; vote the Fund shares in accordance with instructions received from Contract owners; and 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Ameritas Life Insurance Corp Separate Account Llva)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Transfer Agent or its designee shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws and regulations. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Transfer Agent or its designee shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter available.
3.3. The Transfer Agent or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Transfer Agent, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive OrderCompany agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. Each Company shall be responsible for assuring that each of its separate accounts participating The parties agree to comply with the terms included in the Trust calculates voting privileges in a manner consistent with all legal requirements and attached Schedule C as of the Shared Funding Exemptive Ordereffective date of this Agreement.
4.5 The Trust will comply with all applicable provisions 3.7. Within three (3) Business Days of the 1940 Act requiring voting by shareholdersCompany receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and in particular the Trust will either provide for most recent annual meetings or comply with Section 16(c) and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (although “Fund Documents”), the Trust is not one Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the trusts described in Fund Document that it has received from the Fund pursuant to Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto3.1 above.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund’s prospectus that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund’s expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund’s prospectus printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company’s expense).
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the current Statement of Additional information Information ("Statement"“SAI”) for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (WoodmenLife Variable Annuity Account)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderPortfolio for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6. If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Portfolio summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections of Trustees and comply with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide terms included in the Companies reasonable advance notice of any material change for a Fund, including but not limited to any attached Schedule C as of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Trust printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2. The Trust's Prospectus ’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Trust shall provide the Company with copies information regarding the Trust’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Trust, which consent shall not be unreasonably withheld.
3.4. Pursuant to Rule 30e-3 under the Investment Company Act of 1940 (“Rule 30e-3”), the Company shall ensure that the following Trust materials are posted to a website hosted and maintained by the Company or its third party vendor: (i) current report to shareholders; (ii) prior report to shareholders; (iii) complete Fund holdings from reports containing a summary schedule of investments; and (iv) Fund holdings for most recent first and third fiscal quarters (items (i) through (iv) collectively, the “Required Materials”). To assist the Company in fulfilling its Rule 30e-3 obligations, the Trust shall send a .pdf file of the Required Materials to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days before the date each time that the Required Materials are required to be posted by Rule 30e-3.. The Company shall provide a paper notice to Contract owners, fulfill ad hoc requests from Contract owners for a paper copy of any of the Required Materials, and fulfill Contract owner elections to receive future Trust shareholder reports in paper, all as required by Rule 30e-3. Contract owner elections to receive future Trust shareholder reports in paper shall be governed by Section 3.1. Rule 30e-3 expenses shall be borne in accordance with Schedule B hereto.
3.5. The Company shall host and maintain the websites specified in paragraph (j)(1)(iii) of Rule 498A under the 1933 Act (“Rule 498A”), so that the following documents (collectively, “Trust Documents”) are publicly accessible, free of charge, at those websites, in accordance with the conditions set forth in that paragraph, provided that the Trust and Adviser fulfill their obligations herein:
(1) summary prospectus for the Funds; (2) statutory prospectus for the Funds; (3) statement of additional information (“SAI”) for the Funds; and (4) most recent annual and semi-annual reports to shareholders (under Rule 30e-1 under the 1940 Act) for the Funds. The Trust shall send a .pdf file of the Trust Documents to ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as soon as practicable after filing with the SEC but no later than five business days prior to May 1. The Trust shall provide updated versions of the Trust Documents as necessary. Rule 498A expenses shall be borne in accordance with Schedule B hereto. The Company shall ensure that an Initial Summary Prospectus is used for each currently offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Trust shall ensure that a summary prospectus is used for each Trust, in accordance with paragraph (j)(1)(ii) of Rule 498A. Upon request by the Company, the Trust shall provide such data regarding each Fund’s expense ratios and other communications investment performance to shareholders facilitate the registration and sale of the Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Fund expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Contracts (and as otherwise reasonably requested by the Company):
(a) the gross “Annual Fund Company Expenses” for each Fund, calculated in such quantity as accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); and
(b) the net “Annual Fund Company Expenses” (aka “Total Annual Trust Operating Expenses”) for each Fund, calculated in accordance with Item 3 of Form N- 1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4 and (ii) Instruction 4 to Item 17 of Form N-4, and (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund (or Trust); and
(c) the “Average Annual Total Returns” for each Fund (before taxes), calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).
3.6. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shell reasonably require for distribution shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Fund as of the record date to the Trust or its agent in order to permit the Trust to send solicitation material and gather voting instructions from Contract owners, such distribution to be at the expense owners on behalf of the Company. The Company shall also provide such other information to the Trust as is reasonably necessary in order for the Trust to properly tabulate votes for Trust initiated proxies. In the event that the Company chooses this option, the Trust shall be responsible for properly “echo voting” shares of a Fund for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Fund in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Funds for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderFund for which instructions have been received.
3.7. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes3.8. If the Trust fails and the Company agree to provide distribute Trust summary prospectuses to Contract owners pursuant to Rule 498 of the Companies 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the required noticerequirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Trust summary prospectuses. The parties agree to comply with the Underwriter will reimburse terms included in the Companies for all reasonable expenses for facilitating attached Schedule C as of the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser shall provide the Companies Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Adviser or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAI”) for the Trust is available from Fund be distributed to all Contract owners, then the Underwriter or its designee (or in Fund and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Adviser and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund and/or Adviser shall provide the Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund or the Adviser, neither the Fund nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Separate Account No. 70 of AXA Equitable Life Insurance Co)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Portfolio as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive Order. Each Portfolio for which instructions have been received.
3.5 The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6 If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1. At least annually, the Adviser or Distributor shall provide the Companies each Company with as many printed copies of the Fund’s current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, prospectus as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule C hereof. If requested by the Compares a Company in lieu of the foregoing printed documentsthereof, the Trust Adviser, Distributor or Fund shall provide such documents in documentation (including an electronic version of the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, current prospectus) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the prospectus for the Fund printed together in accordance with Schedule C attached to this Agreementone document.
4.2 The Trust's Prospectus shall 3.2. If applicable state or federal laws or regulations require that the Statement of Additional information Information ("Statement"“SAT”) for the Trust is available from Fund be distributed to all Contract owners,’ then the Underwriter or its designee (or in Fund, Distributor and/or the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, Adviser shall provide the Company with copies of its the Fund’s SAI in such quantities, with expenses to he borne in accordance with Schedule C hereof, as the Company May reasonably require to permit timely distribution thereof to Contract owners. The Adviser, Distributor and/or the Fund shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Fund, Distributor and/or Adviser shall provide each Company with copies of the Fund’s proxy materials, reports to shareholders and other communications to shareholders in such quantity quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company shell may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding a Company provided in writing by that party, the Company shall not be responsible for distribution the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law each Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract 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; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such distribution to be at voting by the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Orderinsurance company. Each The Company reserves the right to vote Trust Fund shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust holding shares of a Portfolio calculates voting privileges in a manner consistent with all legal requirements as directed by the Fund and agreed to by the Company and the Fund, The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
4.5 3.7. The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) . Further, the Trust Fund will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees directors or trustees and with whatever rules the Commission SEC may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.,
Appears in 1 contract
Sources: Fund Participation Agreement (Wanger Advisors Trust)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Underwriter shall provide the Companies Company with as many printed copies of the Fund’s current prospectus as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus(es)prospectus for the Contracts that will be distributed to existing Contract owners, statement and the Company shall bear the expense of additional Information, proxy statements, annual reports and semi annual reports of each printing copies of the Funds (and no other Funds), and any supplements or amendments to any of Fund’s prospectus that are used in connection with offering the foregoing, as Contracts issued by the Companies may reasonably request, if Company. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents documentation (including a final copy of the new prospectus in electronic format at the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, Fund’s expense) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the prospectus for the Fund is amended) to have any of the prospectus(es), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents prospectus for the Contracts. Expenses associated with providing, Contracts and the Fund’s prospectus printed together in one document (such printing and distributing such documents shall to be allocated in accordance with Schedule C attached to this Agreementat the Company’s expense).
4.2 3.2. The Trust's Prospectus Fund’s prospectus shall state that the current Statement of Additional information Information ("Statement"“SAI”) for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust)available, and the Underwriter tor (or the TrustFund), at its expense, shall print and provide a reasonable number of copies of such Statement SAI free of charge to each the Company for itself and to for any owner of a Contract or prospective owner who requests such StatementSAI.
4.3 Except 3.3. The Fund shall provide the Company with information regarding the Fund’s expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such accounts information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which are designated on Schedule A as Putnam Hartford Separate Accountsnotice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the Trustprior consent of the Fund.
3.4. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund 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 Contract owners, such distribution extent that the SEC continues to be at interpret the expense of 1940 Act to require pass-through voting privileges for variable contract owners or to the Company.
4.4 Each Company shall vote all Trust shares as extent otherwise required by law and the Shared Funding Exemptive Orderlaw. Each The Company reserves the right to will vote Trust Fund shares held in any separate segregated asset account in its own rightthe same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law and the Shared Funding Exemptive Orderlaw.
3.6. Each Company Participating Insurance Companies shall be responsible for assuring that each of its their separate accounts participating in the Trust a Designated Portfolio calculates voting privileges in a manner consistent with all legal requirements and as required by the Shared Funding Exemptive OrderOrder and consistent with any reasonable standards that the Fund may adopt and provide in writing.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust shall provide the Companies with Company (at Company’s expense) in portable document format (i.e. PDF) only (or other electronic format as many printed copies of agreed to by the Distributor and the Company) the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Fund as the Companies Company may reasonably requestrequest for distribution to prospective purchasers of Contracts, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares in lieu of the foregoing printed documents, Company the Trust or its designee shall provide such documents in the form of camera-ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, documentation and such other assistance as is reasonably necessary in order for the Companies parties hereto 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 prospectus for the Trust and any of other funds offered as investments for the prospectus(es)Contracts printed at the Company’s expense together in one document, statement of additional informationprovided however that the Company shall ensure that, proxy statementsexcept as expressly authorized in writing by the Trust, annual reports and semi annual reports of each of no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such documentation has been furnished to the Funds (and no other Funds)Company or its designee, and the Company shall assume liability for any supplements and all alterations, errors or amendments other changes that occur to any of such prospectuses or other Trust documentation after it has been furnished to the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this AgreementCompany or its designee.
4.2 3.2. The Trust's Prospectus ’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Funds is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall upon reasonable request provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract owners itself and vote shares of the Fund in accordance with instructions received from Contract owners. The Company shall vote all Trust the shares of the Funds for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderFund for which instructions have been received.
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes3.6. If the Trust fails and the Company agree to provide distribute Trust summary prospectuses to Contract owners pursuant to Rule 498 of the Companies 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the required noticerequirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the Underwriter will reimburse terms included in the Companies for all reasonable expenses for facilitating attached Schedule C as of the changes and for notifying Contract ownerseffective date of this Agreement.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account A)
Prospectuses and Proxy Statements; Voting. 4.1 The Trust 3.1 he Fund shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each of the Funds Portfolio (and no other Funds), and any supplements or amendments for distribution to any of the foregoing, Contract owners with value allocated to such Portfolios) as the Companies Company may reasonably request, if with expenses to be borne in accordance with Schedule B hereof. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund shall provide such documents in the form of camera(including a print-ready filmPDF, computer diskettes or typeset an electronic document filescopy of the documents in a format suitable for printing and posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing Contracts and distributing such documents shall be allocated the Fund printed together in accordance with Schedule C attached to this Agreementa single document or posted on the Company’s web-site or printed individually by the Company if it so chooses.
4.2 3.2 The Trust's Prospectus Fund’s prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3 The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4 So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive Order. Each Portfolio for which instructions have been received.
3.5 The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law applicable laws.
3.6 If the Fund and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 The Trust will comply with all applicable provisions agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1940 Act requiring voting by shareholders1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and in particular the Trust will either provide for annual meetings or comply warrants that it complies with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with respect Fund summary prospectuses. The parties agree to periodic elections comply with the terms included in the attached Schedule C as of Trustees and with whatever rules the Commission may promulgate with respect theretoeffective date of this Agreement.
4.6 3.7 The Trust or Underwriter will provide Fund hereby notifies the Companies reasonable advance notice of any material change for a Fund, including but not limited Company that it may be appropriate to any of the following changes, to the extent material include in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If prospectus pursuant to which a Contract is offered disclosure regarding the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes potential risks of mixed and for notifying Contract ownersshared funding.
Appears in 1 contract
Sources: Participation Agreement (SBL Variable Annuity Account Xiv)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information ("SAI"), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 anelectronic copy of camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company's website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplementsand annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses Contracts and the Fund printed together in a single document or posted on the Company's web-site or printed individually by the Company if it so chooses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund's expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company. The Company shall also provide such other information to the Fund as is reasonably necessary in order for the Fund to properly tabulate votes for Fund initiated proxies. In the event that the Company chooses this option, the Fund shall be responsible for properly "echo voting" shares of a Designated Portfolio for which no voting instructions have been received.
4.4 Each (b) Solicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. The Company shall vote all Trust the shares of the Designated Portfolios for which no instructions have been received in the same proportion as required by law and shares of the Shared Funding Exemptive OrderDesignated Portfolio for which instructions have been received,
3.5. Each The Company reserves the right to vote Trust Fund shares held in any separate its general account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderapplicable laws.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Variflex)
Prospectuses and Proxy Statements; Voting. 4.1 3.1. The Trust Distributor shall provide the Companies Company with as many printed copies of the current prospectus(esprospectus, current Statement of Additional Information (“SAI”), statement of additional Informationsupplements, proxy statements, and annual reports and semi or semi-annual reports of each Designated Portfolio as the Company may reasonably request to deliver to existing Contract owners and for marketing of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, as the Companies may reasonably request, if Contracts. If requested by the Compares Company in lieu of the foregoing printed documentsthereof, the Trust Fund 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 camera-ready film, computer diskettes or typeset electronic document filesthe documents in a format suitable for posting on the Company’s website, all as the Companies Company may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company to have any of the prospectus(es)prospectuses, statement of additional informationSAIs, proxy statements, supplements and annual or semi-annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the ContractsContracts and the Fund printed together in a single document or posted on the Company’s web-site or printed individually by the Company if it so chooses. Expenses The expenses associated with providing, printing and distributing providing such documents documentation shall be allocated as set forth in accordance with Schedule C attached to this Agreement.Article V.
4.2 3.2. The TrustFund's Prospectus prospectus shall state that the Statement of Additional information ("Statement") current SAI for the Trust Fund is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor the Trust), at its expense, shall print and provide such Statement free of charge to each Company and to any owner of a Contract or prospective owner who requests such Statementavailable.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust, at its expense, 3.3. The Fund shall provide the Company with copies information regarding the Fund’s expenses, which information may include a table of its reports fees and related narrative disclosure for use in any prospectus or other descriptive document relating to shareholders and other communications to shareholders a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such quantity as information, which notice will describe the manner in which the Company shell reasonably require for distribution proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Distributor, which consent shall not be unreasonably withheld.
3.4. So long as, and to the Contract extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, such distribution or to be the extent otherwise required by law, the Company shall, at the expense Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners:
(a) Provide a list of Contract owners with value allocated to a Designated Portfolio as of the record date to the Fund or its agent in order to permit the Fund to send solicitation material and gather voting instructions from Contract owners on behalf of the Company.
4.4 Each . The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each Company reserves the right to vote Trust shares held in any separate account in its own right, also provide such other information to the extent permitted by law and Fund as is reasonably necessary in order for the Shared Funding Exemptive OrderFund to properly tabulate votes for Fund initiated proxies. Each In the event that the Company chooses this option, the Fund shall be responsible for assuring that each properly “echo voting” shares of its separate accounts participating in the Trust calculates a Designated Portfolio for which no voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderinstructions have been received.
4.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changesSolicit voting instructions from Contract holders itself and vote shares of the Designated Portfolio in accordance with instructions received from Contract holders. If The Company shall vote the Trust fails to provide shares of the Companies with Designated Portfolios for which no instructions have been received in the required notice, same proportion as shares of the Underwriter will reimburse the Companies Designated Portfolio for all reasonable expenses for facilitating the changes and for notifying Contract ownerswhich instructions have been received.
Appears in 1 contract
Sources: Participation Agreement (Variable Annuity Account B)
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust Distributor shall provide the Companies Company (at the Company's expense) with as many printed copies of the Fund's current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, Prospectus as the Companies Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new Prospectus as set in type at the Fund's expense - in lieu thereof, such final copy may be provided, if requested by the Compares in lieu of the foregoing printed documentsCompany, the Trust shall provide such documents in the form of camera-electronically or through camera ready film, computer diskettes or typeset electronic document files, all as the Companies may reasonably request, ) and such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently, if the Prospectus for the Fund is amended during the year) to have any of the prospectus(esprospectus for each Contract and the Fund's Prospectus printed together in one document, (such printing to be at the Company's expense), statement of additional information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents for the Contracts. Expenses associated with providing, printing and distributing such documents shall be allocated in accordance with Schedule C attached to this Agreement.
4.2 3.2 The TrustFund's Prospectus shall state that the Statement of Additional information ("Statement") Information for the Trust Fund is available from the Underwriter or its designee Distributor (or in the TrustFund's discretion, the Prospectus shall state that such Statement is available from the TrustFund), and the Underwriter tor Distributor (or the TrustFund), at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of a Contract or prospective owner who requests such Statement.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the Trust3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders shareholders, and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution distributing to Contract owners.
3.4 If and to the extent required by the 1940 Act or other applicable law the Company shall:
(a) solicit voting instructions from Contract owners, ;
(b) vote Fund shares in accordance with instructions received from Contract owners; and vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such distribution to be at the expense of the Company.
4.4 Each Company shall vote all Trust shares as required by law and the Shared Funding Exemptive OrderPortfolio for which instructions have been received. Each The Company reserves the right to vote Trust Fund shares held in any separate segregated asset account in its own right, to the extent permitted by law and the Shared Funding Exemptive Orderlaw. Each Participating Insurance Company shall be responsible for assuring that each of its separate accounts participating in the Trust Fund calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Orderthis Section.
4.5 3.5 The Trust Fund will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) Further, the Trust will act In accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Prospectuses and Proxy Statements; Voting. 4.1 3.1 The Trust shall provide such documentation (including sufficient paper copies, at the Companies with as many printed copies of the current prospectus(es), statement of additional Information, proxy statements, annual reports and semi annual reports of each of the Funds (and no other Funds)Underwriter’s expense, and any supplements a camera-ready copy of its summary prospectus and statutory prospectus) to the Company once each year (or amendments to any of more frequently if the foregoing, as summary prospectus or statutory prospectus for the Companies Trust is amended) that the Company may reasonably request, if request for marketing purposes (including distribution to customers with respect to new sales of a Contract) and for distribution to Contract owners. If reasonably requested by the Compares in lieu of the foregoing printed documentsCompany, the Trust Underwriter shall (1) provide such documents documentation in a format that it reasonably believes is compliant with American with Disabilities Act Standards for Accessible Design (“ADA compliant”) and is in an electronic format that it reasonably believes is suitable for website posting in accordance with the form parameters of camera-ready filmRule 498A under the 1940 Act, computer diskettes or typeset suitable for being sent to the financial printer, capable of being printed on paper and capable of being permanently retained free of charge in an electronic document files, all as the Companies may reasonably request, format; and (2) such other assistance as is reasonably necessary in order for the Companies Company once each year (or more frequently if the such prospectuses are amended) to have any of the prospectus(es)summary prospectus and statutory prospectus printed, statement of additional informationas the case may be, proxy statementsto the extent permitted by applicable law or other applicable guidance received from the SEC, annual reports and semi annual reports of each of the Funds (and no other Funds), and any supplements or amendments to any of the foregoing, printed in combination with such documents of other fund companies' and/or such documents posted on a website maintained by or for the ContractsCompany. Expenses associated with providing, printing and distributing such documents documentation shall be allocated in accordance with Schedule C attached paid by the Underwriter. The Underwriter shall provide the summary and statutory prospectuses and the Trust’s full Statement of Additional Information (the “Statement”) by specified date as mutually agreed upon by the Underwriter and the Company but no later than 7 business days prior to this AgreementMay 1 of each year.
4.2 3.2 The Trust's ’s Prospectus shall state that the Statement of Additional information ("Statement") for the Trust is available from the Underwriter or its designee (or in the Trust's ’s discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter tor (or the Trust), at its expense, shall print and provide such Statement free of charge to each the Company and to any owner of a Contract or prospective owner who requests such Statement. If reasonably requested by the Company, the Underwriter, at its expense, shall provide an ADA compliant electronic copy of the Statement in a format suitable for being printed or for posting on an internet website maintained by or on behalf of the Company.
4.3 Except for such accounts which are designated on Schedule A as Putnam Hartford Separate Accounts, the 3.3 The Trust, at its expense, shall provide the Company with copies of its annual and semiannual reports to shareholders on a timely basis for mailing and posting pursuant to the relevant securities laws, but in no event later than the 57th day after the relevant reporting period ends, proxy material and other communications to shareholders in such quantity as the Company shell shall reasonably require for distribution to the Contract owners, such distribution to be at the expense of the Underwriter. The Underwriter agrees to provide the Company on a semi-annual basis with sufficient paper copies of the annual and semiannual reports as are reasonably requested by the Company so that the Company can fulfill Contract owner requests for such documents within 3 business days as required by the 1940 Act. If reasonably requested by the Company, the Underwriter, at its expense, shall provide an ADA compliant electronic copy of such documentation in a format suitable for printing or for posting on an internet website maintained by or on behalf of the Company.
4.4 Each 3.4 The Company shall vote all Trust shares as required by law and the Shared Funding Exemptive Order. Each The Company reserves the right to vote Trust shares held in any separate account in its own right, to the extent permitted by law and the Shared Funding Exemptive Order. Each The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.
4.5 3.5 The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b) ). Further, the Trust will act In in accordance with the Securities and Exchange Commission's SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of Trustees trustees and with whatever rules the Commission may promulgate with respect thereto.
4.6 The Trust or Underwriter will provide the Companies reasonable advance notice of any material change for a Fund, including but not limited to any of the following changes, to the extent material in the particular case: (a) fund objective changes, (b) anticipated fund mergers/substitutions, (c) fund name changes, and/or (d) fund adviser or sub-adviser changes. If the Trust fails to provide the Companies with the required notice, the Underwriter will reimburse the Companies for all reasonable expenses for facilitating the changes and for notifying Contract owners.
Appears in 1 contract
Sources: Participation Agreement (Nyliac Variable Annuity Separate Account Iii)