COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party: a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties; b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period; c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice; d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company; g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event; h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination; i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify; j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement; k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Safeco Separate Account C)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series Fund shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund and Dreyfus so elects elect to make additional Series Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesFund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fundthe-Fund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series Fund shares available after such termination. If Series Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either of the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Participation Agreement (Canada Life of America Variable Annuity Account 1)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company Travelers or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance CompanyTravelers, if any of the Fund's shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance CompanyTravelers. Prompt notice of election to terminate shall be furnished by Insurance CompanyTravelers, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance CompanyTravelers, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's Travelers' reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company Travelers with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company Travelers by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's Travelers' ability to meet and perform Insurance Company's Travelers obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company Travelers has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to will have a material adverse impact upon the business and operation of the Fund or its investment adviserFund, the Fund shall notify Insurance Company Travelers in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company Travelers and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;:
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser Wellx Xxxgo Nikko Investment Advisors or its successors unless Insurance Company Travelers specifically approves the selection of a new Fund investment advisermanager. The Fund shall promptly furnish notice of such termination to Insurance CompanyTravelers;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance CompanyTravelers. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. I. Upon assignment of this this-Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k 10.2h herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Travelers Fund Ul Ii for Variable Life Insurance)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. I. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2dl0.2d, 10.2el0.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, ; the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (General American Life Insurance Co Separate Account Eleven)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement AGREEMENT shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;,
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;.
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party.
m. The Insurance Company shall not redeem shares atttributable to the Contracts (as opposed to Fund shares attributable to the Insurance Company's assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"), (iii) as permitted by an order of the Commission pursuant to Section 26(b) of the Act, or (iv) as consented to by Insurance Company, which consent shall not be unreasonably withheld. Upon request, the Insurance Company will promptly furnish to the Fund and its advisers the written opinion of counsel for the Insurance Company (which counsel shall be reasonably satisfactory to the Fund and the Adviser) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Insurance Company shall not prevent Contract Owners from allocating payments to a Series that was otherwise available under the Contracts without first giving the Fund or the Underwriter thirty (30) days notice of its intention to do so. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Sun Life of Canada U S Variable Account G)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserLAM, the Fund shall notify Insurance Company in writing writxxx of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser LAM or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser LAM may, at the option of the Fund, continue to make available avaixxxle additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or LAM so elects to make additional Series Portfolio shares availableavailabxx, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and LAM, as promptly as is practicable under the circumstancescircumstancex, shall notify Insurance Company whether LAM and the Fund will continue to make Series Portfolio shares available axxxlable after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Conseco Variable Annuity Account E)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 . This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserXXX, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser XXX or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 . Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser XXX may, at the option of the Fund, continue to make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or XXX so elects to make additional Series Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and XXX, as promptly as is practicable under the circumstances, shall notify Insurance Company whether XXX and the Fund will continue to make Series Portfolio shares available after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (American National Variable Life Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' ’ notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the Fund's ’s ability to meet and perform the Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserXXX, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser XXX or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, Code or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's ’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser XXX may, at the option of the FundInsurance Company, continue to make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts (ILLEGIBLE) in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as provided for by any of the following:
a. As to one or more Series any Participating Fund, at the option of the terminating party:
a. At the option of Insurance Company or the Fund any party to this Agreement, at any time from the date hereof upon 180 days' noticenotice to the other parties to this Agreement, unless a shorter time is agreed to by all of the parties;.
b. At As to any Participating Fund, at the option of Insurance Company, if shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after upon receipt of such notice unless the Fund makes available a sufficient number of shares by all other parties to meet the requirements of the Contracts within said ten-day period;this Agreement.
c. At As to a Participating Fund, at the option of Insurance Companyany party to this Agreement, upon the institution of formal proceedings against the Fund any other party to this Agreement by the Commission, National Association of Securities Dealers or any other regulatory bodyDealers, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fundterminating party's reasonable judgment, materially impair Insurance Companythat other party's ability to meet and perform Insurance Company's its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund terminating party to all other parties, with said termination to be effective upon receipt of notice;notice by all such parties.
e. At d. As to a Participating Fund, at the option of the Fundany party to this Agreement, if the Fund that party shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company any other party to this Agreement (or any affiliate of such party) has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserterminating party, the Fund such terminating party shall notify Insurance Company each other party in writing of such determination and its intent to terminate this Agreement, and and, if, after considering the actions taken by Insurance Company the entity suffering the adverse change or adverse publicity and any other changes in circumstances since the giving of such notice, such determination of the Fund terminating party shall continue to apply on the sixtieth (60th) day following the giving of after such noticenotice has been received by all other parties, which such, sixtieth day shall be the effective date of termination;.
f. Upon e. As to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Dreyfus or its successors unless Insurance Company each other party to this Agreement specifically approves the selection of a new Participating Fund investment adviser. The Fund terminating party shall promptly furnish give notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.all
Appears in 1 contract
Samples: Fund Participation Agreement (New York Life Ins & Annuity Corp Var Univ Life Sep Acc I)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. 1. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Variable Account I of AGL of Delaware)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. (a) At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. (b) At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. (c) At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. (d) At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. (e) At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. (f) Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. (g) In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. (h) At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. (i) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. (j) At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. (k) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. (l) Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Il Annuity & Insurance Co Separate Account 1)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. 1. Upon assignment of this Agreement, unless made with the written consent of the non-non assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series Fund shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund and Dreyfus so elects elect to make additional Series Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesFund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fundthe-Fund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series Fund shares available after such termination. If Series Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either of the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Participation Agreement (Canada Life of New York Variable Annuity Account 1)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partyPortfolios:
a. (a) At the option of Insurance Company Insurer, Fund, or the Fund XXX at any time from the date hereof upon 180 90 days' ’ notice, unless a shorter time is agreed to by the partiesParties;
b. (b) At the option of Insurance Company, Insurer if it determines that shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance CompanyContracts. Prompt Insurer shall furnish prompt notice of election to terminate and termination shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-such ten day period;
c. (c) At the option of Insurance CompanyInsurer or Fund, upon the institution of formal proceedings against the Fund other or their respective affiliates by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Insurer’s or Fund's ’s reasonable judgment, exercised in good faith, materially impair Insurance Company's the other’s ability to meet and perform Insurance Company's its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurer or Fund, as the Fund case may be, with said termination to be effective upon receipt of notice;
e. (d) At the option of the Insurer or Fund, if the Fund either shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company the other has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Insurer, Fund or its investment adviserXXX, as the case may be. Insurer or Fund shall notify Insurance Company the other in writing of any such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund which termination shall continue to apply be effective on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be provided the effective date determination of termination;Insurer or Fund, as the case may be, continues to apply on that date.
f. (e) Upon termination of the Investment Advisory Management Agreement between the Fund Fund, on behalf of its Portfolios, and its investment adviser XXX or its successors unless Insurance Company Insurer specifically approves the selection of a new Fund investment adviseradviser for the Portfolios. The Fund shall promptly furnish notice of such termination to Insurance CompanyInsurer;
g. (f) In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance CompanyInsurer. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. (g) At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company Insurer of such termination;
i. (h) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify. Termination shall be effective immediately upon such occurrence or reasonable belief without notice;
j. (i) At the option of either party to this Agreementany Party, upon another party's another’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching Parties within ten days after written notice of such breach is delivered to the breaching Party;
k. (j) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or. Termination shall be effective immediately upon such occurrence without notice;
l. (k) Upon assignment of this Agreement, unless made with the written consent of the non-assigning partyParties. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article Articles V or IX of this Agreement. Any The Parties agree that any termination of this Agreement pursuant to Article VI shall not affect the operation of Article IX of this Agreementbe governed by that Article.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, XXX shall continue to make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance CompanyInsurer, whichever shall have legal authority to do so, shall be permitted to reallocate investments in among the SeriesPortfolios, redeem investments in the Fund Portfolios and/or invest in the Fund Portfolios upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the The provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company Insurer may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other partyParties, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
10.4. In the event of any termination of this Agreement pursuant to Section 10.2 hereof, the Parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no shares of a Portfolio beyond six months from the date of termination. Such steps may include, without limitation, substituting other mutual fund shares for those of the affected Portfolio.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers the Financial Industry Regulatory Authority or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers the Financial Industry Regulatory Authority or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Usl Separate Account Usl Vl-R)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' ’ notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the Fund's ’s ability to meet and perform the Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's ’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's ’s breach of any material provision of this Agreement;
k. At the option of the FundInsurance Company, if the fund fails to meet either the requirements for diversification under Section 817(h) of the Code or for Regulated Investment Company status under Subchapter M of the Code.
l. At the option of the Fund if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or.
l. m. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Insurance Company may, at the option of the Fundits option, continue to make available purchase additional Series shares for so long as the Fund desires provided in this Section 10.3 pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). SpecificallyUnder such circumstances, without limitation, if the Fund so elects to make additional Series shares availableeither , the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of If Series shares continue to be made available after a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Chase Variable Annuity Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the partiesrespective Participating Fund and Insurance Company;
b. At As to any Participating Fund, at the option of Insurance Company, if shares Shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. At As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against the that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the that Participating Fund's ability to meet and perform the Participating Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At As to a Participating Fund, at the option of the each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the such Participating Fund with said termination to be effective upon receipt of notice;
e. At As to a Participating Fund, at the option of the that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the that Participating Fund or its investment adviserDreyfus, the such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon As to a Participating Fund or Dreyfus, at the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith that the Participating Fund or Dreyfus, as applicable, has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operations of Insurance Company or its Separate Account, the Insurance Company shall notify the Participating Fund or Dreyfus, as applicable, in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Participating Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply to the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. As to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. The Such Participating Fund shall promptly furnish notice of such termination to Insurance Company;
g. In h. As to a Participating Fund, at the option of the Insurance Company in the event that Shares of the Fund's shares Participating Fund are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall Such termination to be effective immediately upon such occurrence without notice. The Fund will notify Participating Fund's receipt of notice from the Insurance Company as promptly as practicable after such termination eventCompany;
h. i. At the option of the a Participating Fund upon a determination by the its Board in good faith that it is no longer advisable and in the best interests of shareholders for the of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (hi) shall be effective upon notice by the such Participating Fund to Insurance Company of such termination;
i. j. At the option of the a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the such Participating Fund reasonably believes that the Contracts may fail to so qualify;
j. k. At the option of either any party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. l. At the option of the a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. m. Upon assignment of this Agreement, unless made with the written consent of the every other non-assigning party.
n. termination by the Insurance Company by written notice to the Funds and Dreyfus in the event that a Participating Fund ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.5 and 2.7 hereof, or if the Insurance Company reasonably believes that such Participating Fund may fail to so qualify or comply
o. termination by the Insurance Company upon any substitution of the shares of another investment company or series thereof for shares of a Participating Fund in accordance with the terms of the Contracts, provided that the Insurance Company has given at least 45 days prior written notice to the Participating Fund and Dreyfus of the date of substitution. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the each Participating Fund and its investment adviser mayDreyfus shall, at the option of the FundInsurance Company, continue to make available additional Series shares Shares of that Participating Fund for so as long as the Fund Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall may be permitted to reallocate investments in the SeriesParticipating Fund, redeem investments in the Participating Fund and/or invest in the Participating Fund upon the making of additional purchase payments under the Existing Contracts. In Contracts (subject to any such election by the event of a termination Insurance Company).
10.4 Termination of this Agreement pursuant as to Section 10.2 hereof, the any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as promptly as is practicable under the circumstancescase may be, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of terminates this Agreement shall remain as to such other Participating Fund in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to accordance with this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.Article X.
Appears in 1 contract
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' ’ notice, unless a shorter time is agreed to by the partiesrespective Participating Fund and Insurance Company;
b. At As to any Participating Fund, at the option of Insurance Company, if shares Shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. At As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against the that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the that Participating Fund's ’s ability to meet and perform the Participating Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At As to a Participating Fund, at the option of the each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the such Participating Fund with said termination to be effective upon receipt of notice;
e. At As to a Participating Fund, at the option of the that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the that Participating Fund or its investment adviserDreyfus, the such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon As to a Participating Fund or Dreyfus, at the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith that the Participating Fund or Dreyfus, as applicable, has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operations of Insurance Company or its Separate Account, the Insurance Company shall notify the Participating Fund or Dreyfus, as applicable, in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Participating Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply to the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. As to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. The Such Participating Fund shall promptly furnish notice of such termination to Insurance Company;
g. In h. As to a Participating Fund, at the option of the Insurance Company in the event that Shares of the Fund's shares Participating Fund are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall Such termination to be effective immediately upon such occurrence without notice. The Fund will notify Participating Fund’s receipt of notice from the Insurance Company as promptly as practicable after such termination eventCompany;
h. i. At the option of the a Participating Fund upon a determination by the its Board in good faith that it is no longer advisable and in the best interests of shareholders for the of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (hi) shall be effective upon notice by the such Participating Fund to Insurance Company of such termination;
i. j. At the option of the a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the such Participating Fund reasonably believes that the Contracts may fail to so qualify;
j. k. At the option of either any party to this Agreement, upon another party's ’s breach of any material provision of this Agreement;
k. l. At the option of the a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. m. Upon assignment of this Agreement, unless made with the written consent of the every other non-assigning party. .
n. termination by the Insurance Company by written notice to the Funds and Dreyfus in the event that a Participating Fund ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.5 and 2.7 hereof, or if the Insurance Company reasonably believes that such Participating Fund may fail to so qualify or comply
o. termination by the Insurance Company upon any substitution of the shares of another investment company or series thereof for shares of a Participating Fund in accordance with the terms of the Contracts, provided that the Insurance Company has given at least 45 days prior written notice to the Participating Fund and Dreyfus of the date of substitution Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the each Participating Fund and its investment adviser mayDreyfus shall, at the option of the FundInsurance Company, continue to make available additional Series shares Shares of that Participating Fund for so as long as the Fund Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall may be permitted to reallocate investments in the SeriesParticipating Fund, redeem investments in the Participating Fund and/or invest in the Participating Fund upon the making of additional purchase payments under the Existing Contracts. In Contracts (subject to any such election by the event of a termination Insurance Company).
10.4 Termination of this Agreement pursuant as to Section 10.2 hereof, the any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as promptly as is practicable under the circumstancescase may be, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of terminates this Agreement shall remain as to such other Participating Fund in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to accordance with this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.Article X.
Appears in 1 contract
Samples: Fund Participation Agreement (SBL Variable Annuity Account Xiv)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the partiesrespective Participating Fund and Insurance Company;
b. At As to any Participating Fund, at the option of Insurance Company, if shares Shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. At As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against the that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the that Participating Fund's ability to meet and perform the Participating Fund's obligations and duties hereunder. .Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At As to a Participating Fund, at the option of the each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the such Participating Fund with said termination to be effective upon receipt of notice;
e. At As to a Participating Fund, at the option of the that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the that Participating Fund or its investment adviserDreyfus, the such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon As to a Participating Fund or Dreyfus, at the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith that the Participating Fund or Dreyfus, as applicable, has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operations of Insurance Company or its Separate Account, the Insurance Company shall notify the Participating Fund or Dreyfus, as applicable, in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Participating Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply to the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. As to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. The Such Participating Fund shall promptly furnish notice of such termination to terminationto Insurance Company;
g. In h. As to a Participating Fund, at the option of the Insurance Company in the event that Shares of the Fund's shares Participating Fund are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall Such termination to be effective immediately upon such occurrence without notice. The Fund will notify Participating Fund's receipt of notice from the Insurance Company as promptly as practicable after such termination eventCompany;
h. i. At the option of the a Participating Fund upon a determination by the its Board in good faith that it is no longer advisable and in the best interests of shareholders for the of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (hi) shall be effective upon notice by the such Participating Fund to Insurance Company of such termination;
i. j. At the option of the a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the such Participating Fund reasonably believes that the Contracts may fail to so qualify;
j. k. At the option of either any party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. l. At the option of the a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. m. Upon assignment of this Agreement, unless made with the written consent of the every other non-assigning party. .
n. termination by the Insurance Company by written notice to the Funds and Dreyfus in the event that a Participating Fund ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.5 and 2.7 hereof, or if the Insurance Company reasonably believes that such Participating Fund may fail to so qualify or comply
o. termination by the Insurance Company upon any substitution of the shares of another investment company or series thereof for shares of a Participating Fund in accordance with the terms of the Contracts, provided that the Insurance Company has given at least 45 days prior written notice to the Participating Fund and Dreyfus of the date of substitution Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the each Participating Fund and its investment adviser mayDreyfus shall, at the option of the FundInsurance Company, continue to make available additional Series shares Shares of that Participating Fund for so as long as the Fund Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall may be permitted to reallocate investments in the SeriesParticipating Fund, redeem investments in the Participating Fund and/or invest in the Participating Fund upon the making of additional purchase payments under the Existing Contracts. In Contracts (subject to any such election by the event of a termination Insurance Company).
10.4 Termination of this Agreement pursuant as to Section 10.2 hereof, the any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as promptly as is practicable under the circumstancescase may be, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of terminates this Agreement shall remain as to such other Participating Fund in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to accordance with this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.Article X.
Appears in 1 contract
Samples: Participation Agreement (Variable Annuity Account B)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Advisery Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
; g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Pan American Assurance Co Variable Life Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series the Fund at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if Fund shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other insurance regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or of if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach breath of any material provision provisions of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series Fund shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or Dreyfus so elects to make additional Series Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesFund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series Fund shares available after such termination. If Series Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (First Providian Life & Health Insur Co Separate Account C)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair impair- the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other insurance regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available this additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or Dreyfus so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (First Providian Life & Health Insur Co Separate Account C)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company Travelers or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance CompanyTravelers, if any of the Fund's shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance CompanyTravelers. Prompt notice of election to terminate shall be furnished by Insurance CompanyTravelers, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance CompanyTravelers, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's Travelers' reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company Travelers with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company Travelers by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's Travelers' ability to meet and perform Insurance Company's Travelers obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company Travelers has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to will have a material adverse impact upon the business and operation of the Fund or its investment adviserFund, the Fund shall notify Insurance Company Travelers in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.this
Appears in 1 contract
Samples: Fund Participation Agreement (Travelers Series Trust)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserLAM, the Fund shall notify Insurance Xxxurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser LAM or its successors unless Insurance unlesx Xnsurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser LAM may, at the option of the txx Fund, continue to make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or LAM so elects to make additional Series xxxitional Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and LAM, as promptly as is practicable pracxxxable under the circumstances, shall notify Insurance Company whether LAM and the Fund will continue contixxx to make Series Portfolio shares available after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;:
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;:
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, . or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;:
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, . under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;:
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;.
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, . at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Ge Capital Life Separate Account Ii)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' written notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund or LAM by the Commission, National thx Xational Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserLAM, the Fund shall notify notifx Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; At the option of the Insurance Company, if the Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that Fund has suffered a material adverse change in its business or financial condition or is the subject of .material adverse publicity and such material adverse .: change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Insurance Company, the Insurance Company shall notify the Fund and LAM in writing of such detxxxination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and LAM and any other changes xx circumstances since the giving of such notice, such determination of the Insurance Company shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser LAM or its successors unless uxxxss Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by by" the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify, with termination effective upon written notice to the Insurance Company;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. 1. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding 10.3. In the event of any termination of this Agreement pursuant to Section 10.2 hereofAgreement, the Fund and its investment adviser mayLAM will, at the option of the Fundxxe Insurance Company, continue to make available additional Series shares for so long as of the Fund desires pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts")) . Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall will be permitted to reallocate investments in the SeriesDesignated Portfolios .(as in effect on such date), redeem investments in the Fund Portfolios and/or invest in the Fund Portfolios upon the making of additional purchase payments under the Existing existing Contracts. In However, the event availability of a termination additional shares hereunder will be subject to the restrictions and limitations set forth in Article VI, as applicable. The Company agrees (I) to terminate the availability of this Agreement pursuant shares of the Fund to Section 10.2 hereofContracts other than Existing Contracts and (ii) to request approval from SEC to replace shares of the Fund with other investments for Contracts and, if and when granted such approval, thereafter to so replace shares of the Fund, in each such case as promptly soon as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six monthsreasonably practicable.
Appears in 1 contract
Samples: Fund Participation Agreement (Bma Variable Annuity Account A)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of Insurance Company, if the Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Insurance Company, the Insurance Company shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
k. At the option of the Insurance Company, if the Fund fails to meet either the requirements for diversification under Section 817(h) of the Code or for Regulated Investment Company status under Subchapter M of the Code;
l. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. m. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. n. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k 10.2m herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Insurance Company may, at the option of the Fundits option, continue to make available purchase additional Series shares for so long shares, as the Fund desires provided in this Section 10.3, pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). SpecificallyUnder such circumstance, without limitation, if the Fund so elects to make additional Series shares available, either the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of If Series shares continue to be made available after a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Kilico Variable Annuity Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f lO.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Principal Life Insurance Co Variable Life Sep Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 60 days' advance notice, or later, upon receipt of any required exemptive relief or upon order from the Commission, unless a shorter time is otherwise agreed to in writing by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after upon receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund or its investment adviser by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, exercised in good faith, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, exercised in good faith, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth thirtieth (60th30th) day following the giving of such notice, which sixtieth thirtieth (30) day shall be the effective date of termination;
f. At the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of Insurance Company, Insurance Company shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply on the thirtieth (30th) day following the giving of such notice, which thirtieth (30) day shall be the effective date of termination;
g. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. h. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal and/or state law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. i. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. j. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. k. At the option of either party to this Agreement, upon another party's material breach of any material provision of this Agreement;
k. l. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or;
l. m. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party;
n. At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, if Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if Insurance Company reasonably and in good faith believes that Fund may fail to so qualify;
o. At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, with respect to any Series if Fund fails to meet the diversification requirements specified in this Agreement or if Insurance Company reasonably and in good faith believes Fund may fail to meet such requirements;
p. At the option of Insurance Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. Insurance Company will give sixty (60) days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or
q. At the option of Insurance Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (i) all contract owners of variable insurance products of all separate accounts; or (ii) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article IV of this Agreement; or Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f 10.2f, 10.2g or 10.2k 10.2l herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser mayshall, at the option of the FundInsurance Company, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, limitation the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of If Series shares continue to be available after a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need shall not be for more longer than six monthsthe period needed by the Insurance Company, making a good faith effort, to obtain any necessary approval(s) from the Commission or any state regulatory authority.
Appears in 1 contract
Samples: Fund Participation Agreement (American Enterprise Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserXXX, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser XXX or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, . as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser XXX may, at the option of the Fund, continue to make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or XXX so elects to make additional Series Portfolio shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and XXX, as promptly as is practicable under the circumstances, shall notify Insurance Company whether XXX and the Fund will continue to make Series Portfolio shares available after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Great American Reserve Insurance Co)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's the breach by a party of any material provision of this Agreement, which breach has not been cured to the reasonable satisfaction of the other party within 10 days after written notice of such breach is delivered to such other party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Annuity Investors Variable Account B)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company the Society or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Companythe Society, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Companythe Society. Prompt notice of election to terminate shall be furnished by Insurance Companythe Society, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Companythe Society, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Companythe Society's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company the Society with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company the Society by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Companythe Society's ability to meet and perform Insurance Companythe Society's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company the Society has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company the Society in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company the Society and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. At the option of the Society, if the Society shall determine, in its sole judgement reasonably exercised in good faith, that the Fund or its investment adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Society or a Separate Account or the sale of or retention of assets under the Contracts, the Society shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of the Society shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. At the option of the Society, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if the Society reasonably believes that the Fund may fail to so qualify;
h. At the option of the Society, if the Fund fails to meet the diversification requirements of Section 817(h) of the Code or if the Society reasonably believes that the Fund will fail to meet such requirements;
i. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company the Society specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance CompanySociety;
g. j. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Companythe Society. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. k. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company the Society of such termination;
i. l. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policiescontracts, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. m. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. n. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. o. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f 10.2l or 10.2k 10.2n herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser mayshall, at the option of the FundSociety, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, based upon instructions from the owners of the Existing Contracts or Insurance Companythe Society, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In If the event of Series shares continue to be made available after a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company the Society may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more longer than the greater of (i) six monthsmonths or (ii) the period required by the Society to obtain any necessary approval from the Commission or any state insurance regulatory authority provided that the Society makes a reasonable good faith effort to obtain such approvals in a reasonable period of time.
Appears in 1 contract
Samples: Fund Participation Agreement (Modern Woodmen of America Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. (a) At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' days notice, unless a shorter time is agreed to by the parties;
b. (b) At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. (c) At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the Fund's ’s ability to meet and perform the Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. (d) At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. (e) At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) 60th day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. (f) Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. (g) In the event the Fund's ’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. (h) At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. (i) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. (j) At the option of either party to this Agreement, upon another party's ’s breach of any material provision of this Agreement;
k. (k) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. (l) Upon assignment of this Agreement, unless made with the written consent of the non-assigning party.
10.3. Any such termination pursuant to Section 10.2a10.2(a), 10.2d10.2(d), 10.2e10.2(e), 10.2f 10.2(f) or 10.2k 10.2(k) herein shall not affect the operation of Article V 5 of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX 9 of this Agreement.
10.3 10.4. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Principal National Life Insurance Co Variable Life Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the partiesrespective Participating Fund and Insurance Company;
b. At As to any Participating Fund, at the option of Insurance Company, if shares Shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. At As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against the that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the that Participating Fund's ability to meet and perform the Participating Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At As to a Participating Fund, at the option of the each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the such Participating Fund with said termination to be effective upon receipt of notice;
e. At As to a Participating Fund, at the option of the that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the that Participating Fund or its investment adviserDreyfus, the such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon As to a Participating Fund or Dreyfus, at the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith that the Participating Fund or Dreyfus, as applicable, has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operations of Insurance Company or its Separate Account, the Insurance Company shall notify the Participating Fund or Dreyfus, as applicable, in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Participating Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply to the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
g. As to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. The Such Participating Fund shall promptly furnish notice of such termination to Insurance Company;
g. In h. As to a Participating Fund, at the option of the Insurance Company in the event that Shares of the Fund's shares Participating Fund are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall Such termination to be effective immediately upon such occurrence without notice. The Fund will notify Participating Fund's receipt of notice from the Insurance Company as promptly as practicable after such termination eventCompany;
h. i. At the option of the a Participating Fund upon a determination by the its Board in good faith that it is no longer advisable and in the best interests of shareholders for the of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (hi) shall be effective upon notice by the such Participating Fund to Insurance Company of such termination;
i. j. At the option of the a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the such Participating Fund reasonably believes that the Contracts may fail to so qualify;
j. k. At the option of either any party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. l. At the option of the a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. m. Upon assignment of this Agreement, unless made with the written consent of the every other non-assigning party.
n. termination by the Insurance Company by written notice to the Funds and Dreyfus in the event that a Participating Fund ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.5 and 2.7 hereof, or if the Insurance Company reasonably believes that such Participating Fund may fail to so qualify or comply o. termination by the Insurance Company upon any substitution of the shares of another investment company or series thereof for shares of a Participating Fund in accordance with the terms of the Contracts, provided that the Insurance Company has given at least 45 days prior written notice to the Participating Fund and Dreyfus of the date of substitution. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the each Participating Fund and its investment adviser mayDreyfus shall, at the option of the FundInsurance Company, continue to make available additional Series shares Shares of that Participating Fund for so as long as the Fund Insurance Company desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall may be permitted to reallocate investments in the SeriesParticipating Fund, redeem investments in the Participating Fund and/or invest in the Participating Fund upon the making of additional purchase payments under the Existing Contracts. In Contracts (subject to any such election by the event of a termination Insurance Company).
10.4 Termination of this Agreement pursuant as to Section 10.2 hereof, the any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as promptly as is practicable under the circumstancescase may be, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of terminates this Agreement shall remain as to such other Participating Fund in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to accordance with this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.Article X.
Appears in 1 contract
COMMENCEMENT AND TERMINATION. 10.1 2.20 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 2.21 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fundeither party, if the Fund such party shall determine, in its sole judgment reasonably exercised in good faith, that the Insurance Company Company, on the one hand, or the Fund, on the other hand, has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Insurance Company, on the one hand, or the Fund or its investment adviser, on the Fund other hand, such party shall notify Insurance Company the other party in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Insurance Company or the Fund, as the case may be, and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly immediately furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;occurrence, and notice shall be provided immediately to Company.
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes in judgment exercised in good faith that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
; k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 2.22 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Separate Account Ii of Integrity Life Insurance Co)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 . This Agreement shall terminate without penalty penalty: as to one or more Series any Participating Fund, at the option of the terminating party:
a. At the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' ’ notice, unless a shorter time is agreed to by the parties;
b. At respective Participating Fund and Insurance Company; as to any Participating Fund, at the option of Insurance Company, if shares Shares of any Series that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt ; prompt notice of election to terminate shall be furnished by Insurance Company, said such termination to be effective ten days after receipt of notice unless the Participating Fund makes available a sufficient number of shares Shares to meet the requirements of the Contracts within said such ten-day period;
c. At ; as to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against the that Participating Fund by the Commission, National Association of Securities Dealers Commission or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the that Participating Fund's ’s ability to meet and perform the Participating Fund's ’s obligations and duties hereunder. Prompt ; prompt notice of election to terminate shall be furnished by Insurance Company with said such termination to be effective upon receipt of notice;
d. At ; as to a Participating Fund, at the option of the each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers FINRA or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt ; prompt notice of election to terminate shall be furnished by the such Participating Fund with said such termination to be effective upon receipt of notice;
e. At ; as to a Participating Fund, at the option of the that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the that Participating Fund or its investment adviserAdviser, the such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon ; as to a Participating Fund, at the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Participating Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operations of Insurance Company or its Separate Account, Insurance Company shall notify the Participating Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Participating Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply to the sixtieth day following the giving of such notice, which sixtieth day shall be the effective date of termination; as to a Participating Fund, upon termination of the Investment Advisory Agreement between the that Participating Fund and its investment adviser Adviser or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. The ; such Participating Fund shall promptly furnish notice of such termination to Insurance Company;
g. In ; as to a Participating Fund, in the event that Shares of the Fund's shares Participating Fund are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares Shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination ; termination shall be effective immediately as to that Participating Fund only upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At ; at the option of the a Participating Fund upon a determination by the its Board in good faith that it is no longer advisable and in the best interests of shareholders for the of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) ; termination shall be effective upon notice by the such Participating Fund to Insurance Company of such termination;
i. At ; at the option of the Fund a Participating Fund, if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the such Participating Fund reasonably believes that the Contracts may fail to so qualify;
j. At ; at the option of either any party to this Agreement, upon another party's ’s breach of any material provision of this Agreement;
k. At ; at the option of the a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon or upon assignment of this Agreement, unless made with the written consent of the every other non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V Articles VI or X of this Agreement. Any termination of To the extent that this Agreement shall not affect the operation of Article IX of XI is inconsistent with Article VII or this Agreement.
10.3 , Article VII shall control. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereofAgreement, the each Participating Fund and its investment adviser may, at the option of the Participating Fund, continue to make available additional Series shares Shares of that Participating Fund for so as long as the Participating Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if the that Participating Fund so elects to make additional Series shares Shares of the Participating Fund available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Seriesthat Participating Fund, redeem investments in the that Participating Fund and/or invest in the that Participating Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereofAgreement, the such Participating Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the that Participating Fund will continue to make Series shares Shares of that Participating Fund available after such termination. If Series shares such Shares of the Participating Fund continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the of that Participating Fund or Insurance Company may terminate the AgreementAgreement as to that Participating Fund, as so continued pursuant to this Section 10.311.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Participating Fund, need not be for more than six months. In the event of any termination of this Agreement in respect of a Participating Fund in connection with which the Participating Fund has not continued to make available additional Shares pursuant to Section 11.3, the parties agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that a Separate Account owns no Shares of the Participating Fund beyond six months from the date of termination. Such steps may include, without limitation, substituting other investment company shares for those of the Participating Fund. Termination of this Agreement as to any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as the case may be, terminates this Agreement as to such other Participating Fund in accordance with this Article XI. In the event that the Agreement is terminated, Insurance Company agrees to work cooperatively with Distributor to effect an orderly transition of Contractholder assets if Shares are redeemed or transferred. AMENDMENTS Any other changes in the terms of this Agreement, except for the addition or deletion of any Participating Fund or class of Shares of a Participating Fund as specified in Exhibit B, shall be made by agreement in writing between Insurance Company and each respective Participating Fund. NOTICE Each notice required by this Agreement shall be given by certified mail, return receipt requested, to the appropriate parties at the following addresses: Insurance Company: PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxxx, XX 00000 Attention: Senior Vice President, Chief Product Officer With copies (which shall not constitute notice) to: Senior Counsel – Variable Products Protective Life Corporation 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxxx, XX 00000 Participating Funds: Name of Participating Fund x/x XXX Xxxxxx Investment Adviser, Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Legal Department Telephone: 000-000-0000 Fax: 000-000-0000 with copies to: Xxxxxxxxx Xxxx XXX Xxxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxxxxxxx, Esq. Notice shall be deemed to be given on the date of receipt by the addressees as evidenced by the return receipt. MISCELLANEOUS If any provision of this Agreement is held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby. The rights, remedies, indemnities and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, indemnities and obligations, at law or in equity, to which the parties are entitled. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. This Agreement has been executed on behalf of each Participating Fund by the undersigned officer of the Participating Fund in his or her capacity as an officer of the Participating Fund. The obligations of a Participating Fund under this Agreement shall only be binding upon the assets and property of such Participating Fund and shall not be binding upon any director, trustee, officer or shareholder of the Participating Fund individually. It is agreed that the obligations of the Participating Funds are several and not joint, that no Participating Fund shall be liable for any amount owing by another Participating Fund and that the Participating Funds have executed one instrument for convenience only. LAW This Agreement shall be construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws. FOREIGN TAX CREDITS Each Participating Fund agrees to consult in advance with Insurance Company concerning any decision to elect or not to pass through the benefit of any foreign tax credits to the Participating Fund’s shareholders pursuant to Section 853 of the Code.
Appears in 1 contract
Samples: Fund Participation Agreement (Protective NY COLI VUL)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. (a) At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' 60 days advance notice, or later, upon -- receipt of any required exemptive relief or upon order from the Commission, unless a shorter time is otherwise agreed to in writing by the parties;
b. (b) At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after upon receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day periodnotice;
c. (c) At the option of Insurance Company, upon the institution of formal proceedings against the Fund or its investment adviser by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, exercised in good faith, materially impair the Fund's ability to meet and perform the Fund's Funds obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. (d) At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers the NASD or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, exercised in good faith, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. (e) At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth thirtieth (60th30th) day following the giving of such notice, which sixtieth thirtieth (30) day shall be the effective date of termination;
f. (f) At the option of Insurance Company, if Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that the Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of Insurance Company, Insurance Company shall notify the Fund in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and any other changes in circumstances since the giving of such notice, such determination of Insurance Company shall continue to apply on the thirtieth (30th) day following the giving of such notice, which thirtieth (30th) day shall be the effective date of termination;
(g) Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. (h) In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal and/or state law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. (i) At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (hi) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. (j) At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. (k) At the option of either party to this Agreement, upon another party's material breach of any material provision of this Agreement;
k. (l) At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or;
l. (m) Upon assignment of this Agreement, Agreement unless made with the written consent of the non-assigning party;
(n) At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, if Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any successor or similar provision, or if Insurance Company reasonably and in good faith believes that Fund may fail to so qualify;
(o) At the option of Insurance Company, upon receipt of Insurance Company's written notice by Fund, with respect to any Series if Fund fails to meet the diversification requirements specified in this Agreement or if Insurance Company reasonably and in good faith believes Fund may fail to meet such requirements;
(p) At the option of Insurance Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. Insurance Company will give sixty (60) days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or
(q) At the option of Insurance Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (i) all contract owners of variable insurance products of all separate accounts; or (ii) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article IV of this Agreement. Any such termination pursuant to Section 10.2a10.2(a), 10.2d10.2(d), 10.2e10.2(c), 10.2f 10.2(f), 10.2(g) or 10.2k 10.2(l) herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser mayshall, at the option of the FundInsurance Company, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, limitation the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of If Series shares continue to be available after a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination10.2, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, but if given by the Fund, need shall not be for more longer than six monthsthe period needed by the Insurance Company, making a good faith effort, to obtain any necessary approval(s) from the Commission or any state regulatory authority.
Appears in 1 contract
Samples: Fund Participation Agreement (Riversource Variable Annuity Account)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or Dreyfus so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Providentmutual Variable Annuity Separate Account)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which wouldcould, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserLAM, the Fund shall notify Insurance Company in writing xxiting of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser LAM or its successors unless Insurance Company specifically xxxcifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser LAM may, at the option of the Fund, continue to make available availxxxe additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or LAM so elects to make additional Series Portfolio shares availableavailablx, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and LAM, as promptly as is practicable under the circumstances, shall xhall notify Insurance Company whether LAM and the Fund will continue to make Series Portfolio shares available avxxxable after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Conseco Variable Annuity Account E)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares sxxxxs are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if xx the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party pxxxx to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if xx the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.this
Appears in 1 contract
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserLAM, the Fund shall notify Insurance Company in writing writinx of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser LAM or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 10.3. Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser LAM may, at the option of the Fund, continue to continux xo make available additional Series Portfolio shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or LAM so elects to make additional Series Portfolio shares availableavaixxxle, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesPortfolio, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and LAM, as promptly as is practicable under the circumstancesthx xircumstances, shall notify Insurance Company whether LAM and the Fund will continue to make Series Portxxxio shares available after such termination. If Series Portfolio shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' ’ notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements Requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the Fund's ’s ability to meet and perform the Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviser, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's ’s shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's ’s breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, shall continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”) for a period not to exceed six months from the termination date, unless otherwise agreed to by the Fund (the “Termination Period”). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In Contracts during the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six monthsTermination Period.
Appears in 1 contract
Samples: Participation Agreement (Prudential Variable Contract Account Gi-2)
COMMENCEMENT AND TERMINATION. 10.1 10.1. This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 10.2. This Agreement shall terminate without penalty as to one or more Series Portfolios at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' ’ written notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series Portfolio are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund or XXX by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's ’s reasonable judgment, materially impair the Fund's ’s ability to meet and perform the Fund's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, the National Association of Securities Dealers Dealers, Inc. or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's ’s reasonable judgment, materially impair Insurance Company's ’s ability to meet and perform Insurance Company's ’s obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserXXX, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; At the option of the Insurance Company, if the Insurance Company shall determine, in its sole judgment reasonably exercised in good faith, that Fund has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Insurance Company, the Insurance Company shall notify the Fund and XXX in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by the Fund and XXX and any other changes in circumstances since the giving of such notice, such determination of the Insurance Company shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Management Agreement between the Fund and its investment adviser XXX or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's Portfolio shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify, with termination effective upon written notice to the Insurance Company;
j. At the option of either party to this AgreementInsurance Company or the Fund, upon another a party's ’s breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within 10 days after written notice of such breach is delivered to the breaching party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein this Article X shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding 10.3. In the event of any termination of this Agreement pursuant to Section 10.2 hereofAgreement, the Fund and its investment adviser mayXXX will, at the option of the FundInsurance Company, continue to make available additional Series shares for so long as of the Fund desires pursuant to the terms and conditions of this Agreement as provided belowAgreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "“Existing Contracts"”). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall will be permitted to reallocate investments in the SeriesDesignated Portfolios (as in effect on such date), redeem investments in the Fund Portfolios and/or invest in the Fund Portfolios upon the making of additional purchase payments under the Existing existing Contracts. In However, the event availability of a termination additional shares hereunder will be subject to the restrictions and limitations set forth in Article VI, as applicable. The Company agrees (I) to terminate the availablity of this Agreement pursuant shares of the Fund to Section 10.2 hereofContracts other than Existing Contracts and (ii) to request approval from SEC to replace shares of the Fund with other investments for Contracts and, if and when granted such approval, thereafter to so replace shares of the Fund, in each such case as promptly soon as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six monthsreasonably practicable.
Appears in 1 contract
Samples: Fund Participation Agreement (Lazard Retirement Series Inc)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's the breach by a party of any material provision of this Agreement, which breach has not been cured to the reasonable satisfaction of the other party within 10 days after written notice of such breach is delivered to such other party;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. 1. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series Fund shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or Dreyfus so elects to make additional Series Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the SeriesFund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts, if permitted by the terms of the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series Fund shares available after such termination. If Series Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Annuity Investors Variable Account B)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating partypenalty:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series the Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. 1. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the Fund, as promptly as is practicable under the circumstances, shall notify Insurance Company whether the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Variable Account a American Intl Life Assur Co of New York)
COMMENCEMENT AND TERMINATION. 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty as to one or more Series at the option of the terminating party:
a. At the option of Insurance Company or the Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;
b. At the option of Insurance Company, if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period;
c. At the option of Insurance Company, upon the institution of formal proceedings against the Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair the Fund's ability to meet and perform the Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice;
d. At the option of the Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
e. At the option of the Fund, if the Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of the Fund or its investment adviserDreyfus, the Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination;
f. Upon termination of the Investment Advisory Agreement between the Fund and its investment adviser Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Fund investment adviser. The Fund shall promptly furnish notice of such termination to Insurance Company;
g. In the event the Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately upon such occurrence without notice. The Fund will notify Insurance Company as promptly as practicable after such termination event;
h. At the option of the Fund upon a determination by the Board in good faith that it is no longer advisable and in the best interests of shareholders for the Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by the Fund to Insurance Company of such termination;
i. At the option of the Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if the Fund reasonably believes that the Contracts may fail to so qualify;
j. At the option of either party to this Agreement, upon another party's breach of any material provision of this Agreement;
k. At the option of the Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or
l. Upon assignment of this Agreement, unless made with the written consent of the non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund and its investment adviser Dreyfus may, at the option of the Fund, continue to make available additional Series shares for so long as the Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if the Fund or Dreyfus so elects to make additional Series shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Series, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, the FundFund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and the Fund will continue to make Series shares available after such termination. If Series shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either the Fund or Insurance Company may terminate the Agreement, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Fund, need not be for more than six months.
Appears in 1 contract
Samples: Fund Participation Agreement (Provident Mutual Variable Annuity Separate Account)
