Common use of Termination of Investment by the Company Clause in Contracts

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (d) if the Company determines in its sole judgement, exercised in good faith, that either the Investment Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement, or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days prior written notice; (e) upon the Trust's or the Distributor's assignment of this Agreement, unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (f) at any time upon 6 months prior notice.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account's investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, be such termination effective upon expiration of such 10-day "cure" period; (d) if If the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either the Investment Adviser or (1) the Distributor has shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this Agreement, Distributor or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust's performance) which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days days' prior written notice; (e) If the Company suspends or terminates the offering of the Contracts, if such action is required by law or by regulatory authorities have jurisdiction or if, in the sole discretion of the Company acting in good faith, suspension or termination is necessary in the best interest of Contract Owners, such notice effective immediately upon receipt of written notice; or (f) Upon the TrustDistributor's or the DistributorTrust's assignment of this Agreement, Agreement unless the Company consents thereto, such termination effective upon 30 days days' prior written notice; or (f) at any time upon 6 months prior notice.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Accounts’ investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 30 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASDFINRA, the SEC or any state securities or insurance commission or any other regulatory body;; or (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days;; or (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period;; or (d) if the Company determines determines, in its sole judgement, judgment exercised in good faith, that either the Investment Adviser Trust, the Distributor or the Distributor Adviser has suffered a material adverse change in its business, operations or operations, financial condition since the date of this Agreement, or prospects or is the subject of material adverse market publicity which is likely (excluding, with respect to have a material adverse impact upon the business and operations of Trust, market events impacting the Company, such termination effective upon 30 days prior written notice;Trust’s performance); or (e) upon if such Fund fails to meet the diversification requirements specified in Section 817(h) of the Code and any regulations thereunder and the Trust's , upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within the Distributor's assignment of this Agreementgrace period afforded by Treasury Regulation 1.817-5, unless the Company consents thereto, such termination effective upon 30 days prior written noticeas amended from time to time; or (f) at for any time reason upon 6 months prior noticeone-hundred eighty (180) days advance written notice to the Trust and Distributor. At the election of the Company, the Trust and Distributor shall continue to make shares available to Existing Contracts to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, or an expected or anticipated ruling, judgment or outcome which would, in the Company’s reasonable judgment exercised in good faith, materially impair the Company’s or Trust’s ability to meet and perform the Company’s or Trust’s obligations and duties hereunder; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (d) in the event any of the Trust’s shares are not registered, issued or sold in material compliance with applicable federal and/or state law, such termination effective immediately upon receipt of written notice; (e) if the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either (1) the Investment Adviser Distributor or the Distributor has Trust’s investment adviser shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this AgreementDistributor, the Trust’s investment adviser or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust’s performance) which is likely to have a material adverse impact upon the business and operations of either the CompanyTrust, its investment adviser or the Distributor, such termination effective upon 30 days prior written notice; (ef) upon the Trust's or the Distributor's assignment of this Agreement, Agreement by the Distributor unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (fg) at if, in the sole discretion of the Company acting in good faith, suspension or termination is necessary in the best interests of the shareholders of any time upon 6 months prior noticeSeries or Class (it being understood that “shareholders” for this purpose shall mean Product Owners), such notice effective immediately after receipt of (i) written notice detailing the reasons (including a description of any objective criteria) in accordance with which the Company has determined such suspension or termination is necessary and (ii) any required regulatory approval in connection with such suspension or termination, it being understood that a lack of Participating Investor interests in a Series or Class may be grounds for a suspension or termination as to such Series or Class and that a suspension or termination shall apply only to that specified Series or Class.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Accounts investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, Trust upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (d) if the Company determines in its sole judgementjudgment, exercised in good faith, that either the Investment Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement, or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days prior written notice; (e) upon the Trust's or the Distributor's assignment of this Agreement, unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (f) at any time upon 6 months month prior notice.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account’s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 30 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, the outcome of which would, in the Company’s reasonable judgment, exercised in good faith, impair the Trust’s or the Distributor’s ability to meet and perform its obligations hereunder, or an expected or anticipated ruling, or judgment, which would in the Company’s reasonable judgment exercised in good faith materially impair the Distributor’s or Trust’s ability to meet and perform their respective obligations; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (dc) if the Company determines determines, in its sole judgement, judgement exercised in good faith, that either the Investment Adviser Trust, the Distributor or the Distributor Adviser has suffered a material adverse change in its business, operations or operations, financial condition since the date of this Agreement, or prospects or is the subject of material adverse market publicity which is likely (excluding, with respect to have a material adverse impact upon the business and operations Trust, market events impacting the Trust’s performance); (d) if such Fund fails to meet the diversification requirements specified in Section 817(h) of the CompanyCode and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such termination effective upon 30 days prior written noticefailure within the grace period afforded by Treasury Regulation 1.817-5, as amended from time to time; (e) upon if such Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify, and the Trust's , upon written request, fails to provide reasonable assurance that it will take action to cure or the Distributor's assignment of this Agreement, unless the Company consents thereto, correct such termination effective upon failure within 30 days prior written noticedays; or (f) at for any time reason upon 6 months prior noticeone-hundred eighty (180) days advance written notice to the Trust and Distributor. At the election of the Company, the Trust and Distributor shall continue to make shares available to Existing Contracts to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, or an expected or anticipated ruling, judgment or outcome which would, in the Company's reasonable judgment exercised in good faith, materially impair the Company's or Trust's ability to meet and perform the Company's or Trust's obligations and duties hereunder; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (d) in the event any of the Trust's shares are not registered, issued or sold in material compliance with applicable federal and/or state law, such termination effective immediately upon receipt of written notice; (e) if the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either (1) the Investment Adviser Distributor or the Distributor has Trust's investment adviser shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this AgreementDistributor, the Trust's investment adviser or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust's performance) which is likely to have a material adverse impact upon the business and operations of either the CompanyTrust, its investment adviser or the Distributor, such termination effective upon 30 days prior written notice; (ef) upon the Trust's or the Distributor's assignment of this Agreement, Agreement by the Distributor unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (fg) at if, in the sole discretion of the Company acting in good faith, suspension or termination is necessary in the best interests of the shareholders of any time upon 6 months prior noticeSeries or Class (it being understood that "shareholders" for this purpose shall mean Product Owners), such notice effective immediately after receipt of (i) written notice detailing the reasons (including a description of any objective criteria) in accordance with which the Company has determined such suspension or termination is necessary and (ii) any required regulatory approval in connection with such suspension or termination, it being understood that a lack of Participating Investor interests in a Series or Class may be grounds for a suspension or termination as to such Series or Class and that a suspension or termination shall apply only to that specified Series or Class.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account's investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to Distributor, or the Trust) Company's reasonable determination that institution of such proceedings is being considered by the NASD, the SEC or SEC, the insurance commission of any state securities or insurance commission or any other regulatory bodybody regarding the Trust's or the Distributor's duties under this Agreement, the sale of Trust shares, or an expected or anticipated ruling, judgment or outcome which would, in the Company's reasonable judgment exercised in good faith, materially impair the Distributor's or Trust's ability to meet and perform the Distributor's or Trust's obligations and duties hereunder, such termination effective upon 15 days prior written notice; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 15 days;; or (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 15 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; or (d) in the event any of the Trust's shares are not registered, issued or sold in material compliance with applicable federal and/or state law, such termination effective immediately upon expiration receipt of such 10-day "cure" period;written notice; or (de) at any time more than one year after the date of this Agreement, upon six months prior written notice; provided the foregoing shall not apply in the event that all or a portion of the Account assets invested in the Trust are transferred to another investment company advised or sub-advised by the Trust's investment adviser unless the parties otherwise agree; or (f) if the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either (1) the Investment Adviser Distributor or the Distributor has Trust's investment adviser shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this AgreementDistributor, the Trust's investment adviser or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust's performance) which is likely to have a material adverse impact upon the business and operations of either the CompanyTrust, its investment adviser or the Distributor, such termination effective upon 30 days prior written notice;. (eg) upon the Trust's or the Distributor's assignment of this Agreement, Agreement by the Distributor unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (f) at any time upon 6 months prior notice.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account's investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to Distributor, or the Trust) Company's reasonable determination that institution of such proceedings is being considered by the NASD, the SEC or SEC, the insurance commission of any state securities or insurance commission or any other regulatory bodybody regarding the Trust's or the Distributor's duties under this Agreement, the sale of Trust shares, or an expected or anticipated ruling, judgment or outcome which would, in the Company's reasonable judgment exercised in good faith, materially impair the Distributor's or Trust's ability to meet and perform the Distributor's or Trust's obligations and duties hereunder, such termination effective upon 15 days prior written notice; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 15 days;; or (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 15 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; or (d) in the event any of the Trust's shares are not registered, issued or sold in material compliance with applicable federal and/or state law, such termination effective immediately upon expiration receipt of such 10-day "cure" period;written notice; or (de) at any time more than one year after the date of this Agreement, upon six months prior written notice; provided the foregoing shall not apply in the event that all or a portion of the Account assets invested in the Trust are transferred to another investment company advised or sub-advised by the Trust's investment adviser unless the parties otherwise agree; or (f) if the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either (1) the Investment Adviser Distributor or the Distributor has Trust's investment adviser shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this AgreementDistributor, the Trust's investment adviser or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust's performance) which is likely to have a material adverse impact upon the business and operations of either the CompanyTrust, its investment adviser, or the Distributor, such termination effective upon 30 days prior written notice;. (eg) upon the Trust's or the Distributor's assignment of this Agreement, Agreement by the Distributor unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (f) at any time upon 6 months prior notice.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, or an expected or anticipated ruling, judgment or outcome which would, in the Company’s reasonable judgment exercised in good faith, materially impair the Company’s or Trust’s ability to meet and perform the Company’s or Trust’s obligations and duties hereunder; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be; [_____] 11/1/99 (d) in the event any of the Trust’s shares are not registered, issued or sold in material compliance with applicable federal and/or state law, such termination effective immediately upon expiration receipt of such 10-day "cure" periodwritten notice; (de) if the Company determines shall determine, in its sole judgement, judgment exercised in good faith, that either (1) the Investment Adviser Distributor or the Distributor has Trust’s investment adviser shall have suffered a material adverse change in its business, operations business or financial condition since or (2) the date of this AgreementDistributor, the Trust’s investment adviser or is the Trust shall have been the subject of material adverse publicity (excluding with respect to the Trust, market events impacting the Trust’s performance) which is likely to have a material adverse impact upon the business and operations of either the CompanyTrust, its investment adviser or the Distributor, such termination effective upon 30 days prior written notice; (ef) upon the Trust's or the Distributor's assignment of this Agreement, Agreement by the Distributor unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (fg) at if, in the sole discretion of the Company acting in good faith, suspension or termination is necessary in the best interests of the shareholders of any time upon 6 months prior noticeSeries or Class (it being understood that “shareholders” for this purpose shall mean Product Owners), such notice effective immediately after receipt of (i) written notice detailing the reasons (including a description of any objective criteria) in accordance with which the Company has determined such suspension or termination is necessary and (ii) any required regulatory approval in connection with such suspension or termination, it being understood that a lack of Participating Investor interests in a Series or Class may be grounds for a suspension or termination as to such Series or Class and that a suspension or termination shall apply only to that specified Series or Class.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account’s investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 30 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body, the outcome of which would, in the Company's reasonable judgment, exercised in good faith, impair the Trust's or the Distributor's ability to meet and perform its obligations hereunder, or an expected or anticipated ruling, or judgment, which would in the Company’s reasonable judgment exercised in good faith materially impair the Distributor’s or Trust’s ability to meet and perform their respective obligations; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 10-day "cure" period; (dc) if the Company determines determines, in its sole judgement, judgement exercised in good faith, that either the Investment Adviser Trust, the Distributor or the Distributor Adviser has suffered a material adverse change in its business, operations or operations, financial condition since the date of this Agreement, or prospects or is the subject of material adverse market publicity which is likely (excluding, with respect to have a material adverse impact upon the business and operations Trust, market events impacting the Trust’s performance); (d) if such Fund fails to meet the diversification requirements specified in Section 817(h) of the CompanyCode and any regulations thereunder and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such termination effective upon 30 days prior written noticefailure within the grace period afforded by Treasury Regulation 1.817-5, as amended from time to time; (e) upon if such Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify, and the Trust's , upon written request, fails to provide reasonable assurance that it will take action to cure or the Distributor's assignment of this Agreement, unless the Company consents thereto, correct such termination effective upon failure within 30 days prior written noticedays; or (f) at for any time reason upon 6 months prior noticeone-hundred eighty (180) days advance written notice to the Trust and Distributor. At the election of the Company, the Trust and Distributor shall continue to make shares available to Existing Contracts to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts.

Termination of Investment by the Company. The Company may elect to cease investing in all Series or Classes of the Trust made available hereunder, promoting the Trust as an investment option under the Contracts, or withdraw its investment or the Account s Account's investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 15 days of the occurrence of any of the following events (unless provided otherwise below): (a) upon institution of formal proceedings against the Trust or the Distributor (but only with regard to the Trust) by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; or upon the Company's reasonable determination that institution of such proceedings is being considered by the NASD, the SEC, the insurance commission of any state or any other regulatory body regarding the Trust's or the Distributor's duties under this Agreement, the sale of Trust shares, or an expected or anticipated ruling, judgment or outcome which would, in the Company's reasonable judgment exercised in good faith, materially impair the Trust's or the Distributor's ability to meet and perform the Trust's or the Distributor's obligations and duties hereunder, such termination effective upon 15 days prior written notice; (b) if, with respect to the Trust or a Fund, the Trust or the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, as defined therein, or any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify, and the Trust, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure within 30 days; (c) if the Trust or Distributor is in material breach of a provision of this Agreement, which breach has not been cured to the satisfaction of the Company within 10 30 days after written notice of such breach has been delivered to the Trust or the Distributor, as the case may be, such termination effective upon expiration of such 1030-day "cure" period;; or (d) if the Company determines in its sole judgement, exercised in good faith, that either the Investment Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since at any time more than 18 months after the date of this Agreement, or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination effective upon 30 days prior six months written notice; (e) upon the Trust's or the Distributor's assignment of this Agreement, unless the Company consents thereto, such termination effective upon 30 days prior written notice; or (f) at any time upon 6 months prior notice.