ck0000104865-20220615.htm

Attachment: ck0000104865-20220615.htm

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 19, 2022, by and among [ ], a [ ] life insurance company (the “Insurance Company”), on behalf of itself and certain of its separate accounts; [ ], an open-end management investment company organized under the laws of [ ] (the “Trust”), on behalf of itself and each fund, severally and not jointly, listed on Attachment A under the heading “Acquiring Funds,” as such Attachment A shall be amended from time to time (each such fund, an “Acquiring Fund”, and together, the “Acquiring Funds”); [ ], a corporation organized under the laws of [ ] (the “Adviser”); Capital Research and Management Company, a corporation organized under the laws of the State of Delaware (“CRMC”); each fund, severally and not jointly, listed on Attachment B under the heading “Retail Funds”, as such Attachment B shall be amended from time to time (each such fund listed under the heading “Retail Funds”, a “Retail Fund” or an “Acquired Fund”, and collectively, the “Acquired Funds”); and American Funds Service Company, a corporation organized under the laws of the State of California (the “Transfer Agent”, and collectively with the Insurance Company, the Trust, the Adviser, the Acquiring Funds, CRMC and the Acquired Funds, the “Parties”, and each of them, a “Party”).

WHEREAS, the Insurance Company has issued or proposed to issue to the public, now and in the future, certain variable annuity contracts and variable life insurance policies for which the Trust is the underlying investment vehicle (the “Contracts”);

WHEREAS, the Insurance Company has established one or more separate accounts (the “Accounts”), for the purposes of issuing the Contracts and has or will register each Account (unless the Account is exempt from such registration) with the United States Securities and Exchange Commission (the “SEC”) as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust is divided into various Acquiring Funds;

WHEREAS, each Account is divided into subaccounts which invest in corresponding Acquiring Funds as the underlying investment media for the Contracts;

WHEREAS, each Acquired Fund and each Acquiring Fund is registered with the SEC as an investment company under the 1940 Act;

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies, and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits one or more Acquiring Funds to invest in one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) of the 1940 Act subject to compliance with the conditions of the Rule;

WHEREAS, one or more Acquiring Fund may, from time to time, desire to invest in one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) of the 1940 Act in compliance with the conditions of the Rule; and

WHEREAS, each Party is a party to that certain Fund Participation Agreement, dated as of [ ] (the “FPA”), and the Parties have mutually agreed to (i) terminate the FPA in accordance with the termination provisions thereof and (ii) replace the FPA with this Agreement.

NOW THEREFORE, in accordance with the Rule, the Parties desire to set forth the following terms pursuant to which one or more Acquiring Funds may invest in one or more Acquired Funds in compliance with the conditions of the Rule.

(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist each Acquired Fund’s investment adviser with making the required findings under the Rule, the Parties agree as follows:

[(i) Redemptions. The Trust, the Adviser and each Acquiring Fund hereby acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request, as determined by the Adviser, partially or wholly in-kind.]

(ii) Timing and advance notice of redemptions. Each Acquiring Fund will (x) use reasonable efforts to provide advance notification of (A) at least twenty (20) business days prior to placing any redemption request for shares of the Acquired Fund(s) the value of which, in the aggregate, exceeds 5% of the total net assets of the Acquired Fund, and (B) at least ten (10) business days prior to placing any redemption request for shares of the Acquired Fund(s) the value of which, in the aggregate, exceeds 3% of the total net assets of the Acquired Fund (but is less than 5% of the total net assets), and (y) work in good faith with the Acquired Fund(s) to determine the most efficient and effective way to satisfy the redemption request in the best interests of both the Acquired Fund(s) and each Acquiring Fund. Each Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.

(iii) Scale of investment. Upon a reasonable request by an Acquired Fund, the applicable Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.

(b) In order to assist each Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.

2. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) of the 1940 Act, CRMC and each Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to any Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

(e) CRMC and each Acquired Fund hereby represent and warrant to the Trust and the Adviser that an Acquired Fund in which an Acquiring Fund invests will only acquire securities of any other investment company or entity that would meet the definition of “investment company” in the 1940 Act in compliance with the conditions of the Rule.

3. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) of the 1940 Act, the Trust, the Adviser and each Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to an Acquiring Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

(b) The Insurance Company, the Trust and the Adviser each hereby agree that for as long as this Agreement is in effect, all proxies received by the Trust or the Adviser for matters requiring approval by shareholders of an Acquired Fund shall be echo voted in the same proportion as the votes cast for those shares held by other shareholders of the Acquired Fund who are not affiliated with the Insurance Company or the Adviser.

(c) The Insurance Company and the Adviser each hereby represent, warrant and covenant that it has adopted policies and procedures designed to prevent either it or its control affiliates (as such term is defined by Section 2(a)(3)(C) of the 1940 Act) from attempting the influence the operations of any Acquired Fund.

4. (a) Each Retail Fund agrees to make Class R-6 shares available for investment by the Acquiring Funds.

5. Each Acquired Fund reserves the right to temporarily suspend sales if the Board of Trustees of the applicable Acquired Fund (the “Acquired Fund Board”), acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, deems it appropriate and in the best interests of shareholders or in response to the order of an appropriate regulatory authority. Further, the Acquired Fund Board may refuse to sell shares of any Acquired Fund to any person, or suspend or terminate the offering of shares of any Acquired Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Acquired Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state law, necessary in the best interests of the shareholders of such Acquired Fund, and as consistent with its antimarket-timing and late- trading policies and procedures.

6. The Trust hereby represents, warrants and covenants that it has adopted policies and procedures designed to detect and discourage short-term or disruptive trading practices, which may include, but is not limited to, monitoring Contract owner trading activity. The Insurance Company and the Trust reserve the right to refuse, to impose limitations on, or to limit any transaction request if the request would tend to disrupt Contract administration or is not in the best interest of the Contract owners or an Account or Subaccount (as defined below).

7. Transfer of the Acquired Funds’ shares will be by book entry only. No stock certificates will be issued to the Accounts or the Acquiring Funds. Shares ordered from a particular Acquired Fund will be recorded by the applicable Acquired Fund as instructed by the Trust in an appropriate title for the corresponding Acquiring Fund. Shares ordered from a particular Acquiring Fund will be recorded by the Trust or the Trust’s transfer agent as instructed by the Insurance Company in an appropriate title for the corresponding Account or Subaccount.

8. (a) The Insurance Company shall bear the expenses for the cost of preparation and delivery of any Retail Fund prospectuses (and supplements thereto) to be sent to prospective Contract owners. Each Retail Fund shall provide, at its expense, such documentation, if any as may be required, (in camera-ready or other mutually agreeable form) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for a Retail Fund is amended), to have the prospectus or prospectuses, for the Contracts and the Retail Funds, printed together in one or more documents (such printing to be done at the Insurance Company’s expense with respect to prospective Contract owners and such printing and mailing to be done at Retail Fund’s expense to existing Contract owners).

(b) Each Retail Fund will provide to the Insurance Company and the Trust at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials that pertain to the Contracts, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the applicable Retail Fund or its shares, within a reasonable time after filing of each such document with the SEC or the Financial Industry Regulatory Authority.

(c) CRMC and each Acquired Fund hereby consent to the Insurance Company’s and Trust’s use of the names of CRMC, as well as the names of the Acquired Funds listed on Attachment B attached hereto, in connection with marketing the Acquiring Funds and the Contracts. The Insurance Company hereby acknowledges and agrees that CRMC and/or its affiliates own all right, title and interest in and to the names Capital Research and Management Company, American Funds, and American Funds Distributors and the name of each Acquired Fund, and covenants not, at any time, to challenge the rights of CRMC and/or its affiliates to such name or design, or the validity or distinctiveness thereof. CRMC and each Acquired Fund hereby consent to the use of any trademark, trade name, service mark or logo used by the Insurance Company or the Trust, subject to CRMC’s and the applicable Acquired Fund’s approval of such use and in accordance with reasonable requirements of the Acquired Fund or CRMC. Such consent will terminate with the termination of this Agreement. The Insurance Company and Trust hereby agree and acknowledge that all use of any designation comprised in

whole or in part of the name, trademark, trade name, service mark and logo under this Agreement shall inure to the benefit of CRMC and/or the Acquired Funds.

9. (a) The Insurance Company, the Trust and their affiliates shall make no representations concerning an Retail Fund’s shares except those contained in the then current registration statement, Prospectus, or statement of additional information of or applicable Retail Fund, in such printed information subsequently issued on behalf of the Retail Funds or other funds managed by CRMC as supplemental to the Acquired Funds’ Prospectus, in information published on the Retail Funds’ or CRMC’s website, or in materials approved by CRMC or its affiliates.

(b) CRMC and each Acquired Fund and their affiliates shall make no representations concerning the Trust’s shares or the Contracts except those contained in the then current registration statement, Prospectus or statement of additional information of the Trust or Contract, in such printed information subsequently issued on behalf of the Trust or the Insurance Company as supplemental to the Trust’s or Contract’s Prospectus, or in materials approved by the Insurance Company, the Trust or its affiliates.

10. Indemnification.

(a) The Insurance Company, the Trust, the Adviser and each Acquiring Fund, as applicable, shall indemnify and hold harmless CRMC, each Acquired Fund, and each of their affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees (“Losses”), to which they may be subject, insofar as such Losses arise out of or are based upon (i) the Insurance Company’s, the Trust’s or the Adviser’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) the Insurance Company’s, the Trust’s or the Adviser’s violation of any applicable law in connection with the performance of its duties and obligations under this Agreement, and (iii) any material breach by the Insurance Company, the Trust or the Adviser of any provision of this Agreement, including any representation, warranty or covenant made in this Agreement by any of them. The Insurance Company, the Trust, as applicable, shall also reimburse CRMC, the Acquired Funds and their respective affiliates for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such Losses. This indemnity provision is in addition to any other liability which the Insurance Company, the Adviser or the Trust may otherwise have to CRMC, the Acquired Funds or their respective affiliates.

(b) CRMC and each Retail Fund, as applicable, shall each indemnify and hold harmless, the Insurance Company, the Trust, the Adviser, each Acquiring Fund, and each of their affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act from and against any and all Losses to which they may be subject, insofar as such Losses arise out of or are based upon (i) CRMC’s or the applicable Retail Fund’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) CRMC’s or the applicable Retail Fund’s violation of any applicable law in connection with the performance of its duties and obligations under this Agreement, and (iii) any

material breach by the CRMC or a Retail Fund of any provision of this Agreement, including any representation, warranty or covenant made in the Agreement by any of them. CRMC, and each Retail Fund, as applicable, shall also reimburse the Insurance Company, the Trust, the Adviser and each Acquiring Fund and their respective affiliates for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such Losses. This indemnity provision is in addition to any other liability which CRMC or a Retail Fund may otherwise have to the Insurance Company, the Adviser, the Trust and each Acquiring Fund and their respective affiliates.

(c) Promptly after receipt by a party entitled to indemnification under this Section 19 (an “Indemnified Party”) of notice of the commencement of an investigation, action, claim or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 19, notify the indemnifying party of the commencement thereof. The indemnifying party will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action and the appointment of satisfactory counsel, Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this Section 19 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not, without the prior written consent of the Indemnified Party, settle or compromise the liability of the Indemnified Party; provided, however, that in the event that the Indemnified Party fails to provide its written consent, the indemnifying party shall thereafter be liable to provide indemnification only to the extent of the amount for which the action could otherwise have been settled or compromised.

11. The Parties understand that there is no intention to create a joint venture in the subject matter of this Agreement. Accordingly, the right to terminate this Agreement and to engage in any activity not inconsistent with this Agreement is absolute. This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to this Section 20. This Agreement will terminate with respect to one, some or all of the Acquiring Funds and Acquired Funds:

(a) by mutual agreement at any time;

(b) any Party at any time upon sixty (60) days’ written notice;

(c) at the option of the Insurance Company, the Trust or CRMC or each Acquired Fund (with respect to that Acquired Fund) upon ten calendar days’ prior written notice to the other party if a final non-appealable administrative or judicial decision is entered against the other party which has a material impact on the Contracts;

(d) at the option of the Insurance Company or the Trust, upon ten calendar days’ prior written notice, with respect to an Acquired Fund if shares of that Acquired Fund are not reasonably available;

(e) at the option of the Insurance Company or the Trust, immediately upon written notice, if CRMC fails to meet the requirements for diversification under Section 817 (or any successor or similar provision) or to qualify as a registered investment company under the Code or if the Insurance Company or Trust reasonably and in good faith believes a Acquired Fund may fail to meet such requirements or qualify; or

(f) in the event t a Acquired Funds’ shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of the Contracts issued or to be issued by the Insurance Company; in such event prompt notice shall be given by the Insurance Company, the Trust or the Acquired Fund to each of the other parties;

The effective date for termination pursuant to any notice given under this section shall be calculated beginning with the date of receipt of such notice.

Upon termination of this Agreement, the Acquiring Fund(s) may not purchase additional shares of the Acquired Fund(s) beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

12. All notices, consents, waivers, and other communications under this Agreement must be in writing and must be delivered by registered or overnight mail or electronic mail to the address for each Party specified below, which address may be changed from time to time by written notice to the other Party:

If to the Insurance Company, the Trust, the Adviser and/or the Acquiring Fund(s):

[ ]

If to CRMC, the Acquired Fund(s) and/or the Transfer Agent:

c/o Capital Research and Management Company

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

with copies (which shall not constitute notice) to:

c/o American Funds Distributors, Inc.

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

and:

American Funds Service Company

Attention: Contract Administration

3500 Wiseman Boulevard

San Antonio, TX 78251-4321

13. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination.

14. If this Agreement terminates, each Acquired Fund, at the Trust’s option, will continue to make additional shares of the applicable Acquired Fund available for all existing Contracts as of the effective date of termination (under the same terms and conditions as were in effect prior to termination of this Agreement with respect to existing Contract owners), unless the applicable Acquired Fund liquidates or applicable laws prohibit further sales. The Trust agrees not to redeem shares of each Acquired Fund unless: (a) the Agreement is terminated; (b) legitimately doing so to meet Target Allocations; (c) under an order from the SEC or pursuant to exemptive relief granted by the SEC or pursuant to a vote of Contract owners; (d) as otherwise agreed to or permitted among the parties; or (e) Insurance Company or the Trust provides at least sixty (60) days advance written notice.

15. The obligations of the Trust and the Acquired Funds under this Agreement are not binding upon any of the trustees, officers, employees or shareholders (except CRMC if it is a shareholder) of the Trust and each Acquired Fund individually, but bind only the Trust and and the Acquired Funds’ assets. When seeking satisfaction for any liability of the Trust or an Acquired Fund in respect of this Agreement, each of the parties agree not to seek recourse against said trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Notwithstanding the foregoing, if the Insurance Company or the Trust seek satisfaction for any liability of an Acquired Fund in respect of this Agreement, the Insurance Company (on behalf of itself or any Account) and/or the Trust may seek recourse against CRMC. The parties to this Agreement acknowledge that the obligations of each Acquiring Fund hereunder are several, not joint, and the assets and liabilities of each Acquiring Fund are separate and distinct. The parties hereto agree that all obligations and liabilities of an Acquiring Fund arising out of this Agreement are binding solely upon and may be satisfied solely from the assets or property of such applicable Acquiring Fund and shall not be binding on or satisfied from the trustees, directors, officers, members or shareholders of the Acquiring Fund. The Parties acknowledge that the obligations of each Acquired Fund hereunder are several, not joint, and the assets and liabilities of each Acquired Fund are separate and distinct. The Parties agree that all obligations and liabilities of an Acquired Fund arising out of this Agreement are binding solely upon and may be satisfied solely from the assets or property of such applicable Acquired Fund and shall not be binding on or satisfied from any other Acquired Fund, as applicable, or the trustees, directors, officers, members or shareholders of the Acquired Fund or of any Acquired Fund, as applicable. Notwithstanding the applicability of California law to this Agreement pursuant to Section 25, this provision with regard to the obligations and liabilities of the Trust and the Acquired Funds and their respective trustees, officers, employees or shareholders (except CRMC if it is a shareholder) shall control.

16. This Agreement shall be construed in accordance with the laws of the State of California without reference to its conflicts of law provisions.

17. This Agreement and the Parties’ rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other parties hereto. Any attempt by a Party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void; provided, however, that a merger of, reinsurance arrangement by, or change of control of a Party shall not be deemed to be an assignment for purposes of this Agreement.

18. CRMC and the Acquired Funds agree that the names, addresses, and other information relating to the Contract owners or prospects for the sale of the Contracts developed by the Insurance Company are the exclusive property of the Insurance Company and may not be used by CRMC, the Acquired Funds or their affiliates or agents without the written consent of the Insurance Company except for carrying out the terms of this Agreement or as otherwise provided for in this Agreement and any amendments thereto. Each Party agrees to maintain the confidentiality of all information (including personal financial information of the customers of either Party) received from the other Party pursuant to this Agreement. Each Party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted or required by applicable laws, rules and regulations, including the Gramm-Leach-Bliley Act and any regulations promulgated thereunder.

19. Each Party hereto shall cooperate with the other parties and all appropriate governmental authorities and shall permit authorities reasonable access to its books and records upon proper notice in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Each Party shall maintain and preserve all records in its possession as required by law to be maintained and preserved in connection with the provision of the services contemplated hereunder. Upon the request of a Party, the other Party shall provide copies of all records as may be necessary to (a) monitor and review the performance of either party’s activities, (b) assist either Party in resolving disputes, reconciling records or responding to auditor’s inquiries, (c) comply with any request of a governmental body or self-regulatory organization, (d) verify compliance by a Party with the terms of this Agreement, (e) make required regulatory reports, or (f) perform general customer service. The Parties agree to cooperate in good faith in providing records to one another under this provision.

20. The following sections shall survive any termination of this Agreement: 5-8, 19, 21-29.

21. Each Party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such Party and when so executed and delivered this Agreement will be the valid and binding obligation of such Party enforceable in accordance with its terms, and will not result in its violating any applicable law or breaching or otherwise impairing any of its contractual obligations.

22. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

23. This Agreement and any amendment to it may be executed in one or more counterparts. All of those counterparts shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile or by emailing a copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

24. In the event of a dispute between the Parties with respect to this Agreement, and in the event the parties are unable to resolve the dispute between them within 60 days from the date of the aggrieved Party’s notice of its intent to press the dispute, then before any party shall undertake to litigate the dispute it shall be submitted to non-binding arbitration conducted expeditiously. One arbitrator is to be named by each Party to the disagreement and a fifth arbitrator to be selected by the four arbitrators named by the Parties. The expenses of such arbitration shall be paid by the non-prevailing Party. The arbitrators’ findings may only recommend compensatory damages. Should any Party not be satisfied with the arbitrators’ decision the Parties may seek any other legal recourse.

25. The execution of this Agreement shall be deemed to constitute the termination of the FPA as of the date first above written.

26. The Insurance Company may receive certain holdings information (the “Holdings Information”) related to the Acquired Funds on a daily, weekly, monthly or other periodic basis from CRMC or one of their designees (each, an “Authorized Person”) in order to help evaluate the Acquired Funds for inclusion in the Contracts and to evaluate and coordinate with the Insurance Company’s internal hedging program (the “Purpose”). The Insurance Company agrees and acknowledges that all Holdings Information is confidential and may only be used by the Insurance Company for the Purpose and is provided by an Authorized Person on an "as is" basis in good faith believing it to be accurate but making no warranties, express or implied, regarding its accuracy, completeness, or performance. The Insurance Company agrees that it (a) will hold any and all Holdings Information it obtains in strictest confidence and shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Holdings Information as it employs with respect to its own confidential information of a like importance; (b) may disclose or provide access to its employees who have a need to know and may make copies of Holdings Information only to the extent reasonably necessary to carry out the Purpose; (c) currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Holdings Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less stringent than set forth in this Agreement to ensure that such employees and agents protect the confidentiality of Holdings Information; (d) will instruct its employees and agents not to disclose Holdings Information to third parties, including without limitation customers, sub-contractors or consultants; and (e) will notify CRMC immediately of any unauthorized disclosure or use of Holdings Information, and will cooperate with them in taking action to ensure that the Holdings Information is not used by such receiving party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[INSURANCE COMPANY],

on behalf of itself and certain of its separate accounts

By: ________________________________

Printed Name: ______________________

Title: ______________________________

[TRUST],

on behalf of itself and each of the Acquiring Funds listed on Attachment A attached hereto

By: ________________________________

Printed Name: ______________________

Title: ______________________________

[ADVISER]

By: ________________________________

Printed Name: ______________________

Title: ______________________________

CAPITAL RESEARCH AND MANAGEMENT COMPANY

By: ________________________________

Printed Name: ________________________

Title: ________________________________

CAPITAL RESEARCH AND MANAGEMENT COMPANY,

on behalf of each of the Retail Funds listed on Attachment B attached hereto

By: ________________________________

Printed Name: ________________________

Title: ________________________________

AMERICAN FUNDS SERVICE COMPANY

By: ________________________________

Printed Name: ______________________

Title: ________________________________

ATTACHMENT A

List of Acquiring Funds

[ ]

ATTACHMENT B

List of Retail Funds

[ ]

FUND OF FUNDS INVESTMENT AGREEMENT

THIS FUND OF FUNDS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 19, 2022, by and among [ ], a [ ] life insurance company (the “Insurance Company”), on behalf of itself and certain of its separate accounts; [ ], an open-end management investment company organized under the laws of [ ] (the “Trust”), on behalf of itself and each fund, severally and not jointly, listed on Attachment A under the heading “Acquiring Funds,” as such Attachment A shall be amended from time to time (each such fund, an “Acquiring Fund”, and together, the “Acquiring Funds”); [ ], a corporation organized under the laws of [ ] (the “Adviser”); American Funds Insurance Series, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the “Series”); Capital Research and Management Company, a corporation organized under the laws of the State of Delaware (“CRMC”); each fund, severally and not jointly, listed on Attachment B under the heading “Series Funds” or “Retail Funds”, as applicable, as such Attachment B shall be amended from time to time (each such fund listed under the heading “Series Funds”, a “Series Fund”, each such fund listed under the heading “Retail Funds”, a “Retail Fund”, and collectively, the “Acquired Funds”, and each of them, an “Acquired Fund”); and American Funds Service Company, a corporation organized under the laws of the State of California (the “Transfer Agent”, and collectively with the Insurance Company, the Trust, the Adviser, the Acquiring Funds, the Series, CRMC and the Acquired Funds, the “Parties”, and each of them, a “Party”).

WHEREAS, the Series is divided into various Series Funds;

WHEREAS, the Trust is divided into various Acquiring Funds;

WHEREAS, each Account is divided into subaccounts which invest in corresponding Acquiring Funds as the underlying investment media for the Contracts;

WHEREAS, each Acquired Fund and each Acquiring Fund is registered with the SEC as an investment company under the 1940 Act;

(b) In order to assist each Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired

Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.

2. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) of the 1940 Act, the Series, CRMC and each Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to any Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

(e) The Series, CRMC and each Acquired Fund hereby represent and warrant to the Trust and the Adviser that an Acquired Fund in which an Acquiring Fund invests will only acquire securities of any other investment company or entity that would meet the definition of “investment company” in the 1940 Act in compliance with the conditions of the Rule.

(b) The Trust and the Adviser may invest in one or more Acquired Funds in any combination or weighting provided that they will adhere to the formal criteria for use of the Acquired Funds set forth in Attachment C attached hereto.

(c) The Insurance Company, the Trust and the Adviser each hereby agree that for as long as this Agreement is in effect, all proxies received by the Trust or the Adviser for matters requiring approval by shareholders of an Acquired Fund shall be echo voted in the same proportion as the votes cast for those shares held by other shareholders of the Acquired Fund who are not affiliated with the Insurance Company or the Adviser.

(d) The Insurance Company and the Adviser each hereby represent, warrant and covenant that it has adopted policies and procedures designed to prevent either it or its control affiliates (as such term is defined by Section 2(a)(3)(C) of the 1940 Act) from attempting the influence the operations of any Acquired Fund.

4. (a) The Series agrees to make Class 1 shares of each Series Fund and each Retail Fund agrees to make Class R-6 shares available for investment by the Acquiring Funds.

5. The Series and each Acquired Fund reserves the right to temporarily suspend sales if the Board of Trustees of the Series or applicable Acquired Fund (the “Acquired Fund Board”), acting in good faith and in light of its fiduciary duties under federal and any applicable state

laws, deems it appropriate and in the best interests of shareholders or in response to the order of an appropriate regulatory authority. Further, the Acquired Fund Board may refuse to sell shares of any Acquired Fund to any person, or suspend or terminate the offering of shares of any Acquired Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Acquired Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state law, necessary in the best interests of the shareholders of such Acquired Fund, and as consistent with its antimarket-timing and late- trading policies and procedures.

7. Transfer of the Acquired Funds’ shares will be by book entry only. No stock certificates will be issued to the Accounts or the Acquiring Funds. Shares ordered from a particular Acquired Fund will be recorded by the Series or the applicable Acquired Fund as instructed by the Trust in an appropriate title for the corresponding Acquiring Fund. Shares ordered from a particular Acquiring Fund will be recorded by the Trust or the Trust’s transfer agent as instructed by the Insurance Company in an appropriate title for the corresponding Account or Subaccount.

8. (a) The Insurance Company shall bear the expenses for the cost of preparation and delivery of any Series or Retail Fund prospectuses (and supplements thereto) to be sent to prospective Contract owners. The Series and each Retail Fund shall provide, at its expense, such documentation, if any as may be required, (in camera-ready or other mutually agreeable form) and other assistance as is reasonably necessary in order for the Insurance Company once each year (or more frequently if the prospectus for the Series or a Retail Fund is amended), to have the prospectus or prospectuses, for the Contracts and the Series or Retail Funds, printed together in one or more documents (such printing to be done at the Insurance Company’s expense with respect to prospective Contract owners and such printing and mailing to be done at Series’ or Retail Fund’s expense to existing Contract owners).

(b) The Series and each Retail Fund will provide to the Insurance Company and the Trust at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials that pertain to the Contracts, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the applicable Series or an Retail Fund or its shares, within a reasonable time after filing of each such document with the SEC or the Financial Industry Regulatory Authority.

(c) The Series, CRMC and each Acquired Fund hereby consent to the Insurance Company’s and Trust’s use of the names of the Series and CRMC, as well as the names of the Acquired Funds listed on Attachment B attached hereto, in connection with marketing the Acquiring Funds and the Contracts. The Insurance Company hereby acknowledges and agrees

that CRMC and/or its affiliates own all right, title and interest in and to the names Capital Research and Management Company, American Funds, American Funds Distributors and American Funds Insurance Series and the name of each Acquired Fund, and covenants not, at any time, to challenge the rights of CRMC and/or its affiliates to such name or design, or the validity or distinctiveness thereof. The Series, CRMC and each Acquired Fund hereby consent to the use of any trademark, trade name, service mark or logo used by the Insurance Company or the Trust, subject to the Series’, CRMC’s and the applicable Acquired Fund’s approval of such use and in accordance with reasonable requirements of the Series, the Acquired Fund or CRMC. Such consent will terminate with the termination of this Agreement. The Insurance Company and Trust hereby agree and acknowledge that all use of any designation comprised in whole or in part of the name, trademark, trade name, service mark and logo under this Agreement shall inure to the benefit of the Series, CRMC and/or the Acquired Funds.

9. (a) The Insurance Company, the Trust and their affiliates shall make no representations concerning the Series’ or an Retail Fund’s shares except those contained in the then current registration statement, Prospectus, or statement of additional information of the Series or applicable Retail Fund, in such printed information subsequently issued on behalf of the Series, the Retail Funds or other funds managed by CRMC as supplemental to the Series’, the Acquired Funds’ Prospectus, in information published on the Series’, the Retail Funds’ or CRMC’s website, or in materials approved by CRMC or its affiliates.

(b) The Series, CRMC and each Acquired Fund and their affiliates shall make no representations concerning the Trust’s shares or the Contracts except those contained in the then current registration statement, Prospectus or statement of additional information of the Trust or Contract, in such printed information subsequently issued on behalf of the Trust or the Insurance Company as supplemental to the Trust’s or Contract’s Prospectus, or in materials approved by the Insurance Company, the Trust or its affiliates.

10. (a) The Series, CRMC and each Acquired Fund hereby represent and warrant that each Acquired Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will maintain such qualification (under Subchapter M or any successor or similar provision). Shares of the Series may be offered to separate accounts of various insurance companies (“Participating Insurance Companies”) in addition to the Trust. The Series and CRMC hereby represent and warrant that no other Participating Insurance Company or other entity will purchase shares in any Acquired Fund for any purpose or under any circumstances that would preclude the Insurance Company or the Trust from “looking through” to the investments of each Acquired Fund in which it invests, pursuant to the “look through” rules found in Treasury Regulation 1.817-5. The Series or CRMC will notify the Insurance Company and the Trust immediately upon having a reasonable basis for believing that any Acquired Fund has ceased to so qualify or that any might not so qualify in the future.

(b) The Series and CRMC hereby represent and warrant that the Series and each Series Fund will at all times comply with the diversification requirements of Section 817(h) of the Code and any regulations thereunder applicable to variable contracts as defined in Section 817(d) of the Code and any amendments or other modifications or successor provisions to such sections or regulations (and any revenue rulings, revenue procedures, notices, and other published

announcements of the Internal Revenue Service interpreting those sections or regulations), as if those requirements applied directly to each such Series Fund. The Series and CRMC hereby represent and warrant that any failure to comply with such diversification requirements would be a material breach of this Agreement as it may result in the Contracts not being treated as variable contracts for federal income tax purposes which would have adverse tax consequences for Contract owners and could also adversely affect the Company’s corporate tax liability. The Series will notify the Company immediately upon having a reasonable basis for believing that a Series Fund thereunder has ceased to comply with the diversification requirements or that the Series Fund might not comply with the diversification requirements in the future. In the event of a breach of this representation and warranty, the Series will take all reasonable necessary steps to adequately diversify the Series so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. The Series will provide the Insurance Company and the Trust with securities holdings reports for each Series Fund within ten days after each calendar quarter.

11. The Series hereby notifies the Insurance Company and the Trust that it may be appropriate to include in the Prospectus pursuant to which a Contract is offered disclosure regarding the risks of mixed and shared funding.

12. Indemnification.

(a) The Insurance Company, the Trust, the Adviser and each Acquiring Fund, as applicable, shall indemnify and hold harmless the Series, CRMC, each Acquired Fund, and each of their affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees (“Losses”), to which they may be subject, insofar as such Losses arise out of or are based upon (i) the Insurance Company’s, the Trust’s or the Adviser’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) the Insurance Company’s, the Trust’s or the Adviser’s violation of any applicable law in connection with the performance of its duties and obligations under this Agreement, and (iii) any material breach by the Insurance Company, the Trust or the Adviser of any provision of this Agreement, including any representation, warranty or covenant made in this Agreement by any of them. The Insurance Company, the Trust, as applicable, shall also reimburse the Series, CRMC, the Acquired Funds and their respective affiliates for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such Losses. This indemnity provision is in addition to any other liability which the Insurance Company, the Adviser or the Trust may otherwise have to the Series, CRMC, the Acquired Funds or their respective affiliates.

(b) The Series, CRMC and each Retail Fund, as applicable, shall each indemnify and hold harmless, the Insurance Company, the Trust, the Adviser, each Acquiring Fund, and each of their affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the 1933 Act from and against any and all Losses to which they may be subject, insofar as such Losses arise out of or are based upon (i) the Series’, CRMC’s or the applicable Retail Fund’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) the Series’, CRMC’s or the applicable Retail Fund’s violation of any applicable law in connection with the performance of its duties and obligations

under this Agreement, and (iii) any material breach by the Series, CRMC or a Retail Fund of any provision of this Agreement, including any representation, warranty or covenant made in the Agreement by any of them. The Series, CRMC, and each Retail Fund, as applicable, shall also reimburse the Insurance Company, the Trust, the Adviser and each Acquiring Fund and their respective affiliates for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such Losses. This indemnity provision is in addition to any other liability which the Series, CRMC or a Retail Fund may otherwise have to the Insurance Company, the Adviser, the Trust and each Acquiring Fund and their respective affiliates.

13. The Parties understand that there is no intention to create a joint venture in the subject matter of this Agreement. Accordingly, the right to terminate this Agreement and to engage in any activity not inconsistent with this Agreement is absolute. This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to this Section 20. This Agreement will terminate with respect to one, some or all of the Acquiring Funds and Acquired Funds:

(a) by mutual agreement at any time;

(b) any Party at any time upon sixty (60) days’ written notice;

(c) at the option of the Insurance Company, the Trust, CRMC or the Series or each Acquired Fund (with respect to that Acquired Fund) upon ten calendar days’ prior written notice to the other party if a final non-appealable administrative or judicial decision is entered against the other party which has a material impact on the Contracts;

(d) at the option of the Insurance Company or the Trust, upon ten calendar days’ prior written notice, if shares of the Series are not reasonably available or with respect to an Acquired Fund if shares of that Acquired Fund are not reasonably available;

(e) at the option of the Insurance Company or the Trust, immediately upon written notice, if the Series or CRMC fails to meet the requirements for diversification under Section 817 (or any successor or similar provision) or to qualify as a registered investment company under the Code or if the Insurance Company or Trust reasonably and in good faith believes a Acquired Fund may fail to meet such requirements or qualify; or

(f) in the event the Series’ or a Acquired Funds’ shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of the Series’ shares as an underlying investment for the Acquiring Funds or the Contracts issued or to be issued by the Insurance Company; in such event prompt notice shall be given by the Insurance Company, the Trust or the Series or the Acquired Fund to each of the other parties;

The effective date for termination pursuant to any notice given under this section shall be calculated beginning with the date of receipt of such notice.

Upon termination of this Agreement, the Acquiring Fund(s) may not purchase additional shares of the Acquired Fund(s) beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

14. All notices, consents, waivers, and other communications under this Agreement must be in writing and must be delivered by registered or overnight mail or electronic mail to the address for each Party specified below, which address may be changed from time to time by written notice to the other Party:

If to the Insurance Company, the Trust, the Adviser and/or the Acquiring Fund(s):

[ ]

If to the Series, CRMC, the Acquired Fund(s) and/or the Transfer Agent:

c/o Capital Research and Management Company

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

with copies (which shall not constitute notice) to:

c/o American Funds Distributors, Inc.

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

and:

American Funds Service Company

Attention: Contract Administration

3500 Wiseman Boulevard

San Antonio, TX 78251-4321

15. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination.

16. If this Agreement terminates, the Series and each Acquired Fund, at the Trust’s option, will continue to make additional shares of the Series or the applicable Acquired Fund available for all existing Contracts as of the effective date of termination (under the same terms and conditions as were in effect prior to termination of this Agreement with respect to existing Contract owners), unless the Series or the applicable Acquired Fund liquidates or applicable laws prohibit further sales. The Trust agrees not to redeem shares of each Acquired Fund unless: (a) the Agreement is terminated; (b) legitimately doing so to meet Target Allocations; (c) under an order from the SEC or pursuant to exemptive relief granted by the SEC or pursuant to a vote of Contract owners; (d) as otherwise agreed to or permitted among the parties; or (e) Insurance Company or the Trust provides at least sixty (60) days advance written notice.

17. The obligations of the Trust, the Series and the Acquired Funds under this Agreement are not binding upon any of the trustees, officers, employees or shareholders (except CRMC if it is a shareholder) of the Trust, the Series and each Acquired Fund individually, but bind only the Trust and the Series’ and the Acquired Funds’ assets. When seeking satisfaction for any liability of the Trust, the Series or an Acquired Fund in respect of this Agreement, each of the parties agree not to seek recourse against said trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Notwithstanding the foregoing, if the Insurance Company or the Trust seek satisfaction for any liability of the Series or an Acquired Fund in respect of this Agreement, the Insurance Company (on behalf of itself or any Account) and/or the Trust may seek recourse against CRMC. The parties to this Agreement acknowledge that the obligations of each Acquiring Fund hereunder are several, not joint, and the assets and liabilities of each Acquiring Fund are separate and distinct. The parties hereto agree that all obligations and liabilities of an Acquiring Fund arising out of this Agreement are binding solely upon and may be satisfied solely from the assets or property of such applicable Acquiring Fund and shall not be binding on or satisfied from any other series of the Trust or the trustees, directors, officers, members or shareholders of the Acquiring Fund or of any other series of the Trust. The Parties acknowledge that the obligations of each Acquired Fund hereunder are several, not joint, and the assets and liabilities of each Acquired Fund are separate and distinct. The Parties agree that all obligations and liabilities of an Acquired Fund arising out of this Agreement are binding solely upon and may be satisfied solely from the assets or property of such applicable Acquired Fund and shall not be binding on or satisfied from any other series of the Series or Acquired Fund, as applicable, or the trustees, directors, officers, members or shareholders of the Acquired Fund or of any other series of the Series or Acquired Fund, as applicable. Notwithstanding the applicability of California law to this Agreement pursuant to Section 25, this provision with regard to the obligations and liabilities of the Trust, the Series and the Acquired Funds and their respective trustees, officers, employees or shareholders (except CRMC if it is a shareholder) shall control.

18. This Agreement shall be construed in accordance with the laws of the State of California without reference to its conflicts of law provisions.

19. This Agreement and the Parties’ rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other parties hereto. Any attempt by a Party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void; provided, however, that a merger of, reinsurance arrangement by, or change of control of a Party shall not be deemed to be an assignment for purposes of this Agreement.

20. The Series, CRMC and the Acquired Funds agree that the names, addresses, and other information relating to the Contract owners or prospects for the sale of the Contracts developed by the Insurance Company are the exclusive property of the Insurance Company and may not be used by the Series, CRMC, the Acquired Funds or their affiliates or agents without the written consent of the Insurance Company except for carrying out the terms of this Agreement or as otherwise provided for in this Agreement and any amendments thereto. Each Party agrees to maintain the confidentiality of all information (including personal financial information of the customers of either Party) received from the other Party pursuant to this Agreement. Each Party agrees not to use any such information for any purpose, or disclose any such information to any person, except as permitted or required by applicable laws, rules and regulations, including the Gramm-Leach-Bliley Act and any regulations promulgated thereunder.

21. Each Party hereto shall cooperate with the other parties and all appropriate governmental authorities and shall permit authorities reasonable access to its books and records upon proper notice in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Each Party shall maintain and preserve all records in its possession as required by law to be maintained and preserved in connection with the provision of the services contemplated hereunder. Upon the request of a Party, the other Party shall provide copies of all records as may be necessary to (a) monitor and review the performance of either party’s activities, (b) assist either Party in resolving disputes, reconciling records or responding to auditor’s inquiries, (c) comply with any request of a governmental body or self-regulatory organization, (d) verify compliance by a Party with the terms of this Agreement, (e) make required regulatory reports, or (f) perform general customer service. The Parties agree to cooperate in good faith in providing records to one another under this provision.

22. The following sections shall survive any termination of this Agreement: 5-8, 19, 21-29.

23. Each Party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such Party and when so executed and delivered this Agreement will be the valid and binding obligation of such Party enforceable in accordance with its terms, and will not result in its violating any applicable law or breaching or otherwise impairing any of its contractual obligations.

24. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

25. This Agreement and any amendment to it may be executed in one or more counterparts. All of those counterparts shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile or by emailing a copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

26. In the event of a dispute between the Parties with respect to this Agreement, and in the event the parties are unable to resolve the dispute between them within 60 days from the date of the aggrieved Party’s notice of its intent to press the dispute, then before any party shall undertake to litigate the dispute it shall be submitted to non-binding arbitration conducted expeditiously. One arbitrator is to be named by each Party to the disagreement and a fifth arbitrator to be selected by the four arbitrators named by the Parties. The expenses of such arbitration shall be paid by the non-prevailing Party. The arbitrators’ findings may only recommend compensatory damages. Should any Party not be satisfied with the arbitrators’ decision the Parties may seek any other legal recourse.

27. The execution of this Agreement shall be deemed to constitute the termination of the FPA as of the date first above written.

28. The Insurance Company may receive certain holdings information (the “Holdings Information”) related to the Acquired Funds on a daily, weekly, monthly or other periodic basis from the Series, CRMC or one of their designees (each, an “Authorized Person”) in order to help evaluate the Acquired Funds for inclusion in the Contracts and to evaluate and coordinate with the Insurance Company’s internal hedging program (the “Purpose”). The Insurance Company agrees and acknowledges that all Holdings Information is confidential and may only be used by the Insurance Company for the Purpose and is provided by an Authorized Person on an "as is" basis in good faith believing it to be accurate but making no warranties, express or implied, regarding its accuracy, completeness, or performance. The Insurance Company agrees that it (a) will hold any and all Holdings Information it obtains in strictest confidence and shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Holdings Information as it employs with respect to its own confidential information of a like importance; (b) may disclose or provide access to its employees who have a need to know and may make copies of Holdings Information only to the extent reasonably necessary to carry out the Purpose; (c) currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Holdings Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less stringent than set forth in this Agreement to ensure that such employees and agents protect the confidentiality of Holdings Information; (d) will instruct its employees and agents not to disclose Holdings Information to third parties, including without limitation customers, sub-contractors or consultants; and (e) will notify the Series and CRMC immediately of any unauthorized disclosure or use of Holdings Information, and will cooperate with them in taking action to ensure that the Holdings Information is not used by such receiving party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[INSURANCE COMPANY],

on behalf of itself and certain of its separate accounts

By: ________________________________

Printed Name: ______________________

Title: ______________________________

[TRUST],

on behalf of itself and each of the Acquiring Funds listed on Attachment A attached hereto

By: ________________________________

Printed Name: ______________________

Title: ______________________________

[ADVISER]

By: ________________________________

Printed Name: ______________________

Title: ______________________________

AMERICAN FUNDS INSURANCE SERIES,

on behalf of itself and each of the Series Funds listed on Attachment B attached hereto

By: ________________________________

Printed Name: ______________________

Title: ________________________________

CAPITAL RESEARCH AND MANAGEMENT COMPANY

By: ________________________________

Printed Name: ________________________

Title: ________________________________

CAPITAL RESEARCH AND MANAGEMENT COMPANY,

on behalf of each of the Retail Funds listed on Attachment B attached hereto

By: ________________________________

Printed Name: ________________________

Title: ________________________________

AMERICAN FUNDS SERVICE COMPANY

By: ________________________________

Printed Name: ______________________

Title: ________________________________

ATTACHMENT A

List of Acquiring Funds

[ ]

ATTACHMENT B

List of Series Funds

[ ]

List of Retail Funds

[ ]

Attachment C

Effective January 19, 2022

The parties have agreed upon a formal criteria for use of the Retail Funds and the Series Funds in the [Insurance Company] fund-of funds offerings as follows:

The Trust and the Adviser may invest in the Retail Funds and the Series Funds in any combination or weighting provided that the assets of each Acquiring Fund are (i) exclusively comprised of 100% Retail Funds and Series Funds and (ii) comprised of at least 50% Series Funds, unless solely with respect to subsection (ii), such minimum amount of assets would result in noncompliance with the conditions of the Rule, in which case each Acquiring Fund will work in good faith with the Acquired Fund(s) to determine the most efficient and effective way to invest in the Retail Funds and the Series Funds in compliance with the conditions of the Rule.

The investment limitations set forth above shall apply during the term of this Agreement. The Trust and the Adviser will monitor the investment limitations set forth in this Attachment C on a quarterly basis.

Any exception to the investment limitations set forth in this Attachment C shall be agreed to in writing amongst the Trust, the Adviser and CRMC, which agreement shall not be unreasonably withheld.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-1A of our report dated June 9, 2022, relating to the financial statements and financial highlights of Washington Mutual Investors Fund, which appears in such Registration Statement. We also consent to the references to us under the headings “Financial highlights”, “Independent registered public accounting firm” and “Prospectuses, reports to shareholders and proxy statements” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

June 24, 2022

[logo - The Capital Group]

Code of Ethics

June 2022

Capital Group associates are responsible for maintaining the highest ethical standards. The Code of Ethics is intended to help associates observe exemplary standards of integrity, honesty and trust. It sets out standards for our personal conduct, including personal investing, gifts and entertainment, outside business interests and affiliations, political contributions, insider trading, and client confidentiality.

Our fund shareholders and clients have placed their trust in Capital to manage their assets. As investment advisers, we act as fiduciaries to our clients. This means we owe them both a duty of care and a duty of loyalty.

Capital has earned a reputation over many years for acting with the highest integrity and ethics. Reputations are fragile, however, and Capital’s reputation can be harmed if any of us fails to act ethically and in the best interests of our clients. We each must hold ourselves to the highest standards of behavior, regardless of business custom, and strive to avoid even the appearance of impropriety. We all share this responsibility — if you have any doubt whether an action or circumstance is consistent with our standards, raise it.

Associates should be aware that their actions outside of the workplace can reflect on the ethics of our organization and potentially harm our reputation. For this reason, associates should exercise caution and good judgment in order to avoid having their actions outside of the workplace impact Capital, our workplace or our associates.

No set of rules can anticipate every possible situation, so it is essential that associates adhere to the spirit as well as the letter of the Code of Ethics. Any activity that compromises the trust our clients have placed in us, even if it does not expressly violate a rule, has the potential to harm our reputation. Associates are reminded of one of Capital’s core principles: that we must do the right thing as a matter of principle, not just in observance of policy.

In addition to the specific policies described below, associates have the following fundamental obligations under the Code of Ethics:

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Associates must avoid those situations that might place, or appear to place, their personal interests in conflict with the interests of Capital, our clients or fund shareholders.

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Associates must not take advantage of their role with Capital to benefit themselves or another party.

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Associates must comply with the laws, rules and regulations that apply to us in the conduct of our business.

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Associates must promptly report violations of the Code of Ethics.

It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

Working ethically

In order to maintain the highest ethical standards, Capital strives to recruit, hire and retain exceptional and diverse talent. We can only do so by offering a work environment where associates have a voice, feel respected and can thrive, grow, and bring their most authentic selves to the workplace. In order to help foster such an environment, we have established certain employment policies designed in part to ensure associates interact in a professional, productive and inclusive manner. All associates are expected to be familiar and comply with these and the other policies included in our Associate Handbooks. Because we hold ourselves to the highest ethical standards, our policies often exceed what may be required by law or observed at other companies.

The following sections summarize some of your obligations under the Associate Handbook. Due to their importance to our workplace, violation of the policies in our Associate Handbooks could result in disciplinary action, up to and including termination of employment.

Providing equal employment opportunities and preventing discrimination and harassment

All associates at Capital are responsible for maintaining a professional, inclusive work environment. As an equal opportunity employer, we do not tolerate discrimination. Our policies prohibit unlawful discrimination on the basis of race, religion, color, national origin, ancestry, sex (including gender, gender expression and gender identity), pregnancy, childbirth and related medical conditions, age, physical or mental disability, medical condition, genetic information, marital status, sexual orientation, citizenship status, AIDS/HIV status, political activities or affiliations, military or veteran status, status as a victim of domestic violence, assault or stalking or any other characteristic protected by federal, state or local law.

Harassment is a form of discrimination and violates our commitment to equal employment opportunities. Harassment in violation of our policies occurs when unwelcome comments or conduct based on a protected status unreasonably interfere with an associate’s work performance or create an intimidating, hostile or offensive work environment.

We are committed to promptly investigating and taking action to eliminate any discrimination and harassment that occurs in the workplace. When requested by our Human Resources or Legal Department, all associates are expected to cooperate fully in any investigation into a violation of our policies against discrimination and harassment. Our commitment is to address such claims promptly and to take corrective action as appropriate.

Associates are encouraged to report harassment to Human Resources, any manager in the organization or through our Open Line (contact information for Open Line is outlined below in Reporting requirements).

Close personal relationships in the office

When associates have a close personal, intimate or familial relationship in the workplace, it can create an actual or potential conflict of interest. It can also negatively impact the work environment. For this reason, Capital requires that all associates report any personal intimate or familial relationship with another associate or a business partner employee to Human Resources. Under this policy, certain relationships are prohibited, such as intimate relationships between managers and associates in their reporting lines.

Interacting with the public

Regardless of whether you are speaking on behalf of Capital or simply using social media for personal use, we expect all associates to maintain both client and firm confidentiality, and to protect the firm’s reputation. The lines between public and private, personal and professional, can become blurred, particularly within the realm of social media. By identifying yourself as a Capital associate within a social network, you are connected, either directly or indirectly, to colleagues, managers, clients and investors. Information originally intended for friends and family can be forwarded and, ultimately, lead to unintended consequences. For this reason, associates should exercise extra caution and good judgment and avoid mixing personal and business social networks and ensure that they abide by all local laws and regulations and applicable Capital policies, such as the policy against harassment.

Protecting sensitive information

Capital Group regularly creates, collects, and maintains valuable proprietary information, which is essential to our business operations and the performance of services for our clients. This information derives its value, in part, from not being generally known outside of Capital (hereinafter “Confidential Information”). It includes confidential electronic information in any medium, hard-copy information, and information shared orally or visually (such as by telephone or video conference). The confidentiality, integrity and limited availability of such information is regarded as fundamental to the successful business operations of Capital Group. The purpose of the Confidential Information Policy is to protect our information from disclosure – intentional or inadvertent – and to ensure that associates understand their obligation to protect and maintain its confidentiality.

Code of Ethics guidelines

No special treatment from broker-dealers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from broker-dealers may not be accepted. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

No excessive trading of Capital-affiliated funds

Associates should not engage in excessive trading of the American Funds or other Capital-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse/spouse equivalent and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs) and Initial Coin Offerings (ICOs)

All associates and immediate family members residing in the same household may not participate in IPOs or ICOs.

Exceptions for participation in IPOs are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Avoiding conflicts

Associates must avoid conflicts of interest that can occur when their business, financial or other interests interfere, or reasonably appear to interfere, with their duty to serve the interests of Capital and our clients. Conflicts of interest include any situation where financial or other personal factors compromise objectivity or professional judgment. Even the appearance of conflict could negatively impact Capital and harm our reputation.

Portfolio managers and investment analysts should be aware of the potential conflicts that can arise when they invest on behalf of fund shareholders and clients. The investments we make for our clients must be based on their best interests, and should not be, or appear to be, based on the self-interest of our associates. Accordingly, members of the investment group must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, has a material business, financial or personal relationship with a company that they hold or are eligible to purchase professionally. Examples of a material relationship include: (1) a family member serving as a senior officer or executive of a portfolio company, (2) significant beneficial ownership of a portfolio company by the associate or their family members, and (3) involvement by the associate or a family member in a significant transaction or business opportunity with a portfolio company.

In addition, associates should avoid conflicts related to Capital’s business, and therefore must not:

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Engage in a business that competes, directly or indirectly, with the interests of Capital, or is related to their role or responsibilities at Capital;

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Act for Capital in any transaction or business relationship that involves the associate, members of their family or other people or organizations with whom the associate or their family member(s) have a significant personal connection or financial interest;

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Negotiate with Capital on behalf of any such people or organizations; or

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Use or attempt to use their position at Capital to obtain any improper personal benefit for themselves, family member(s) or any other party.

No policy can anticipate every possible conflict of interest and all associates must be vigilant in guarding against anything that could color our judgment. Any associate who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest or perceived conflict of interest must disclose the matter promptly to a member of the Code of Ethics Team. If there is any doubt or if something does not feel consistent with our standards, raise the issue.

Any changes in a previously disclosed potential conflict, outside business interest or affiliation that could be relevant to an evaluation of a potential conflict must also be promptly disclosed. Examples of changes to disclose include: (1) a change in research coverage of an investment analyst to include a company with a family member serving as a senior executive (even if the senior executive relationship had previously been disclosed); (2) a change in an associate’s role to trader if the associate had previously disclosed a sibling who works as a sell-side trader; and 3) a change in the line of business or activities of an outside business interest of an associate.

Outside business interests/affiliations

Associates should avoid outside business interests or affiliations that may give rise to conflicts of interest or that may create divided loyalties, divert substantial amounts of their time, or compromise their independent judgment.

Associates must obtain approval from the Code of Ethics Team to serve on the board of directors or as an advisory board member of any public or private company. This rule does not apply to: (1) boards of Capital companies or funds; (2) board service that is a direct result of the associate’s responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital; or (3) boards of non-profit and charitable organizations. Associates must disclose to the Code of Ethics Team if they serve on the board of a non-profit or charitable organization that has issued or has future plans to issue publicly held securities, including debt obligations.

In addition, associates must disclose to the Code of Ethics Team if they or any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship:

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serves as a board director or as an advisory board member of,

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holds a senior officer position, such as CEO, CFO or Treasurer with, or

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owns 5% or more, individually or together with other such family members, of

any public company or any private company that may be reasonably expected to go public.

In addition to the disclosure obligations set forth above, associates should be mindful of and must disclose to the Code of Ethics Team any other outside business interest or activity that may present a conflict of interest or the appearance of a conflict of interest or that may compromise their independent judgment. For example, associates must disclose if they have a significant interest in a private company that does business with or competes with Capital, even if that company is not reasonably expected to go public.

Family members employed by a financial institution

Associates who are “Covered Associates” (as defined below) must disclose if any of their family members, such as parents, children, siblings, in-laws or other family members with whom they have a close relationship, is employed by a broker-dealer, investment adviser or other firm that provides investment research or trade execution services to Capital.

Requests for approval or questions may be directed to the Code of Ethics Team.

Other guidelines

Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.

Reporting requirements

Annual certification of the Code of Ethics

All associates are required to certify at least annually that they have read and understand the Code of Ethics. Questions or issues relating to the Code of Ethics should be directed to the associate’s manager or the Code of Ethics Team.

Reporting violations

All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: (1) fraud or illegal acts involving any aspect of Capital’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken, which may include reporting the matter to the firm’s regulator if determined to be appropriate by legal counsel. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.

Associates may report confidentially to a manager/department head or to the Open Line Committee.

Associates may also contact the Chief Compliance Officers of CB&T, CIInc, CRC, CIAM, CRMC, or legal counsel employed with Capital.

Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.

Policies

Capital’s policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.

Gifts and Entertainment Policy

The Gifts and Entertainment Policy (Policy) is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capital’s business relationships or prospective business relationships, or Capital’s interactions with government officials. If a gift or entertainment is excessive, repetitive or extravagant, it can raise the appearance of favoritism or the potential for a conflict of interest. By understanding and following the Policy requirements, associates help Capital safeguard the company and ensure compliance with regulatory rules.

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Associates may not accept from or give to any one individual or entity a gift or group of gifts exceeding in aggregate $100 in a 12-month calendar year period if such a person or entity conducts, or may conduct, business with Capital. Trading department associates are subject to different limits and reporting requirements and are generally not permitted to receive gifts. Trading associates may be asked to return gifts received.

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Associates must receive approval from their manager and the Code of Ethics Team before accepting or extending entertainment with a market value greater than $500. This value is cumulative for associates and their invited guests. Trading department associates are prohibited from accepting entertainment, regardless of value, unless the associate or Capital pays.

Gifts or entertainment extended to a private-sector person by a Capital associate and approved by the associate’s manager for reimbursement by Capital do not need to be reported (or precleared). Trading department associates should report gifts and entertainment extended regardless of reimbursement. Dollar amounts refer to U.S. dollars.

Please note AFD/CGIIS associates are subject to separate policies regarding extending gifts and entertainment and are also required under the Policy to report all gifts and entertainment, regardless of value.

Capital Group is registered as a federal lobbyist and special rules apply to gifts and entertainment involving government officials and employees as a result. Associates must receive approval from Capital’s Code of Ethics Team prior to either: (1) hosting a federal government official or employee at a Capital facility if anything of value (e.g. food, tangible item) will be presented to that individual; or (2) providing anything of value to a federal government official or employee if Capital will pay or reimburse for the related cost.

Reporting

The limitations relating to gifts and entertainment apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding $50 and business entertainment in which an event exceeds $75 (although it is recommended that associates report all gifts and entertainment). Trading department associates should notify the Code of Ethics Team when gifts are received and report such gifts quarterly, whether the gift is received by an individual associate or by a department. In addition, trading associates should report gifts and entertainment extended regardless of reimbursement.

Charitable contributions

Associates must not allow Capital’s present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties. In addition, it is generally not appropriate to solicit these outside parties or Capital associates for donations to a family-run non-profit organization, family foundation, donor-advised fund or other charitable organization in which an associate or their family members are significantly involved. Board membership alone would not be considered significant involvement.

Gifts and Entertainment Committee

The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the Code of Ethics Team.

Political Contributions Policy

Associates must be cautious when engaging in personal political activities, particularly when supporting officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms. Associates should not make political contributions to officials or candidates (in any country) for the purpose of influencing the hiring of a Capital Group company as an advisor to a governmental entity. Associates are encouraged to contact the Code of Ethics Team with any questions about this policy.

Associates may not use Capital offices or equipment to engage in political fundraising or solicitation activity, for example, hosting a fundraising event at the office or using Capital phones or email systems to help solicit donations for an elected official, a candidate, Political Action Committee (PAC) or political party. Associates may volunteer their time on behalf of a candidate or political organization but should limit volunteer activities to non-work hours.

For contributions or activities supporting candidates or political organizations within the U.S., we have adopted the guidelines set forth below, which apply to associates classified as “Restricted Associates.”

Guidelines for political contributions and activities within the U.S.

U.S. Securities and Exchange Commission (SEC) regulations limit political contributions to certain Covered Government Officials by certain employees of investment advisory firms and certain affiliated companies. “Covered Government Official,” for purposes of the Political Contributions Policy, is defined as: (1) a state or local official; (2) a candidate for state or local office; or (3) a federal candidate currently holding state or local office.

Many U.S. cities and states have also adopted regulations restricting political contributions by associates of investment management firms seeking to provide services to a governmental entity. Some associates are also subject to these regulations.

Restricted Associates

Certain associates are deemed “Restricted Associates” under this Policy. Restricted Associates include (1) “covered associates” as defined in the SEC’s rule relating to political contributions by investment advisers (Rule 206(4)-5 under the Investment Advisors Act of 1940); and (2) other associates who do not meet that definition but whom Capital has determined should be subject to the restrictions on political contributions contained in the Policy based on their roles and responsibilities at Capital. Contributions by Restricted Associates and their spouse/spouse equivalent are subject to specific limitations, preclearance, and reporting requirements as described below.

Preclearance of political contributions

Contributions by Restricted Associates to any of the following must be precleared:

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State or local officials, or candidates for state or local office

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Federal candidate campaigns and affiliated committees, including federal incumbents and presidential candidates

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Political organizations such as Political Action Committees (PACs), Super PACs and 527 organizations and ballot measure committees

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Non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations

Restricted Associates must also preclear U.S. political contributions by their spouse/spouse equivalent to any of the foregoing, as well as contributions to any state, local or federal political party or political party committee, if the aggregate contributions by the Restricted Associate and spouse/spouse equivalent to any one candidate or political entity equals or exceeds $100,000 in a calendar year.

Certain documentation is required for contributions to Covered Governmental Officials, PACs or Super PACs, and may be required for contributions to other entities that engage in political activity. See “Required documentation” below for further details. To preclear a contribution, please contact the Code of Ethics Team.

Contributions include:

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Monetary contributions, gifts or loans

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“In kind” contributions (for example, donations of goods or services or underwriting or hosting fundraisers)

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Contributions to help pay a debt incurred in connection with an election (including transition or inaugural expenses, and purchasing tickets to inaugural events)

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Contributions to joint fund-raising committees

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Contributions made by a Political Action Committee (PAC) controlled by a Restricted Associate^[1]

^[1]“Control” for this purpose includes service as an officer or member of the board (or other governing body) of a PAC.

Required documentation

Restricted Associates must obtain additional documentation from an independent legal authority before they will be approved to contribute to Covered Government Officials. The purpose of the legal documentation is to verify that a specific state or local office does not have the ability to directly or indirectly influence the awarding of business to an investment manager. For contributions to PACs, Super PACs, or other entities that engage in political activities, Restricted Associates may be required to obtain a certification that the entity does not contribute to Covered Government Officials. The Code of Ethics Team will provide language for the documentation when you preclear the contribution.

If a candidate currently holds a state/local office and is running for a different state/local office, legal documentation must be obtained for both the current position and the office for which the candidate is running. Exceptions to the documentation requirements may be granted on a case-by-case basis.

Special political contribution requirements – CollegeAmerica and ABLEAmerica

Certain associates involved with “CollegeAmerica,” the American Funds 529 college savings plan and “ABLEAmerica,” the American Funds nationwide plan for individuals with disabilities, sponsored by the Commonwealth of Virginia, are subject to additional restrictions which prohibit them from contributing to Virginia political candidates or parties.

Administration of the Political Contributions Policy

The U.S. Public Policy Coordinating Group oversees the administration of this Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the Code of Ethics Team.

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the fund’s shares may constitute insider trading.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital associates and extend to activities both within and outside each associate's duties. Associates who believe they have material non-public information should contact any lawyer in the organization.

Personal Investing Policy

This policy applies only to “Covered Associates.” Special rules apply to certain associates in some non-U.S. offices.

The Personal Investing Policy (Policy) sets forth specific rules regarding personal investments that apply to "covered" associates. These associates may have access to confidential information that places them in a position of special trust. Under the Code of Ethics, associates are responsible for maintaining the highest ethical standards. Associates are reminded that the requirements of the Code of Ethics apply to personal investing activities, even if the matter is not covered by a specific provision of the Policy.

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee may place limitations on the number of preclearance requests and/or transactions associates make.

Covered Associates

“Covered Associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings.
The Policy applies to the personal investments of Covered Associates, as well as those of any immediate family member residing in their household – for example, spouse or a person with whom they have a committed relationship, children, siblings and parents – including adoptive, step and in-law relationships.

Questions regarding coverage status should be directed to the Code of Ethics Team.

Additional rules apply to Investment Professionals

“Investment Professionals” include portfolio managers, research directors, investment counselors, investment analysts and research associates, investment group administrative assistants, trading associates, and global investment control associates, including assistants. See “Additional policies for Investment Professionals and CIKK associates” below for more details.

Prohibited transactions

The following transactions are prohibited:

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Initial Public Offering (IPO) investments (this prohibition applies to all Capital associates)

Note: Exceptions are rarely granted; however, they will be considered on a case-by-case basis (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

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Initial Coin Offering (ICO) investments (this prohibition applies to all Capital associates)

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Excessive trading of Capital-affiliated funds

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Spread betting/contracts for difference (CFD) on securities

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Transactions in derivatives on securities and financial contracts, such as options, futures and forwards contracts, with limited exceptions described below

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Short selling of securities – including short selling “against the box,” with limited exceptions described below

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Transactions in inverse or inverse/long ETFs, with limited exceptions described below

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Interest rate swaps (IRS), with limited exceptions described below

Exceptions:

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Derivatives, financial contracts, short selling and investments in inverse or inverse/long ETF transactions are permitted only if they are based on non-reportable instruments (such as currencies and commodities) or if they are based on the S&P 500, Russell 2000 or MSCI EAFE indices

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Interest rate swaps are permitted if based on currencies and government bonds of the G7

Reporting requirements

Covered Associates are required to report any securities accounts, holdings and transactions: (1) in which the Covered Associate or any immediate family member residing in their household has a pecuniary interest (in other words, the ability to obtain an economic benefit or otherwise profit from a security) or (2) over which the Covered Associate or any immediate family member residing in their household exercises investment discretion or has direct or indirect influence or control. Quarterly and annual certifications of accounts, holdings and transactions must also be submitted. An electronic reporting platform is available for these disclosures.

Examples of accounts that must be disclosed include: (1) trusts if the Covered Associate or family member are the grantor or serve as trustee or custodian or have the ability to appoint or remove the trustee, (2) trusts that you or a family member have the power to revoke, (3) trusts for which you or a family member are a beneficiary and exercise investment discretion or have direct or indirect influence or control, and (4) accounts of another person or entity if the Covered Associate or family member makes or influences investment decisions, such as by suggesting purchases and sales of securities in the account. The obligation to disclose accounts includes professionally managed accounts. Please see “Professionally managed accounts” in the Personal Investing Policy for more information.

Covered Associates should immediately notify the Code of Ethics Team when opening new securities accounts; associates may also disclose accounts by logging into Protegent PTA and entering the account information directly.

All Covered Associates and immediate family members residing in their household must use an approved electronic reporting firm for all U.S.-based brokerage accounts. There are some exceptions to this requirement which include professionally managed accounts, employer-sponsored retirement accounts, and employee stock purchase plans. Contact the Code of Ethics Team with questions.

Duplicate statements and trade confirmations (or approved equivalent documentation) are required for accounts holding securities subject to preclearance and/or reporting and due no later than 30 days after the documents’ issuance date. This requirement includes employer-sponsored retirement accounts and employee stock purchase plans (ESPP, ESOP, 401(k)). Documentation allowing the acquisition of shares via an employer-sponsored plan may be required.

Preclearance procedures

Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.

Before any purchase or sale of securities subject to preclearance, including securities that are not publicly traded, Covered Associates must receive approval from the Code of Ethics Team. This requirement applies to any purchase or sale of securities in which the Covered Associate or any immediate family member residing in the same household (1) has, or by reason of such transaction may acquire, pecuniary interest (in other words, the ability to obtain an economic benefit or otherwise profit from a security), or (2) exercises investment discretion or direct or indirect influence or control. Transactions in an approved professionally managed account are not subject to preclearance, except for private investments or other limited offerings which require preclearance and reporting. Please refer to the Personal Investing Policy for more details on preclearable securities.

Submitting preclearance requests

Submit preclearance requests directly in Protegent. Click on the PreClear button on the Dashboard and enter the request details.

Requests are reviewed during New York Stock Exchange (NYSE) hours. A response will generally be sent within one business day.

Unless a different period is specified, clearance is good until the close of the NYSE on the day of the request.

If the precleared trade has not been executed within the cleared timeframe, preclearance must be requested again. For this reason, limit orders and margin accounts are strongly discouraged.

Private investments or other limited offerings

Participation in private investments or other limited offerings are subject to special review. The following types of private investments must be precleared:

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Hedge funds

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Private companies

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Limited Liability Companies (LLCs)

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Limited Partnerships (LPs)

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Private equity funds

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Private funds

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Private placements

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Private real estate investment companies

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Venture capital funds

In addition, opportunities to acquire a stock that is "limited" (that is, a broker-dealer is only given a certain number of shares to sell and is offering the opportunity to buy) may be subject to the Gifts and Entertainment Policy.

Preclearance procedures for private investments

Complete the Private Investment Preclear Form and return it to the Code of Ethics Team for review. Pre-approval is also required for additional investments in the same vehicle and a new form must be completed.

Additional policies for Investment Professionals and CIKK associates

Report cross-holdings for certain Investment Professionals

Portfolio managers, research directors and investment analysts are required to report issuers owned personally by you or an immediate family member residing in your household that you also own professionally, on a quarterly basis. If you are a research director or an investment analyst, you are also required to report issuers owned personally by you or an immediate family member residing in your household that are within your research responsibilities. This reporting must be made to the Code of Ethics Team and may be reviewed by various Capital committees.

When recommending a security for purchase or sale in a fund or client account that you or a family member residing in your household own personally, you should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.

Ban on short-term trading

Investment Professionals and CIKK associates are prohibited from engaging in short-term trading of reportable securities and economically equivalent instruments.

Associates and their family members may not buy and then sell or sell and then buy the same security and/or economically equivalent instruments:

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Within 60 -calendar days for Investment Professionals

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Within 6 months for CIKK associates

Economically equivalent instruments include derivatives or other securities or instruments with a value derived from the value of the subject security. Additionally, they may not enter into an option or other derivative instrument that expires within 60 days from purchase.

Investment Professionals and CIKK associates should contact the Code of Ethics Team before transacting if they have any questions about the application of this rule to transactions in derivatives.

Failure to comply with this requirement may result in remedial action, including disgorgement of the profits.

Blackout periods

Investment Professionals may not buy or sell a security during the seven calendar days after Capital has transacted in that security’s issuer for a fund or client account. If you are affiliated with an investment group, the blackout period applies to trades in the same investment group with which you are affiliated.

If Capital transacts in securities of the same issuer within seven calendar days after you transact, your personal transaction may be reviewed to determine the appropriate action, if any. For example, if you received a better price than the fund or client accounts, you may be subject to a price adjustment, and may be asked to donate to a charitable organization. This blackout period helps mitigate the appearance of front running.

Penalties for violating the Personal Investing Policy

Covered Associates may be subject to penalties for violating the Personal Investing Policy, such as restrictions on personal trading, disgorgement of profits, and other disciplinary action, up to and including termination. In addition, information about particular transactions may be provided to an associate’s manager, appropriate Human Resources manager and/or a Chief Compliance Officer (CCO) by the Code of Ethics Team if the transactions are in violation of this Policy. These violations may raise conflict of interest-related issues or impact the associate’s performance review.

Violations to the Policy include failing to preclear or report securities transactions, failing to report securities accounts or submit statements, and failing to submit timely initial, quarterly and annual certifications.

Personal Investing Committee

The Personal Investing Committee oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

Questions regarding the Personal Investing Policy may be directed to the Code of Ethics Team.

* * * * *

Questions regarding the Code of Ethics may be directed to the Code of Ethics Team.

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