Authorization; Services.

As principal underwriter of the Funds, Distributor agrees to offer and sell Class R- 6 Shares to the Insurance Company for itself and on behalf of the Separate Accounts pursuant to the terms of this Agreement. The Insurance Company will offer shares of the Funds in connection with the sale of Contracts to employer-sponsored retirement plans established pursuant to Internal Revenue Code Section 403(b) or 457 or qualified under Code Section 401(a) (each a “Plan,” and collectively “Plans”). This Agreement is in all respects subject to statements regarding the sale and repurchase or redemption of shares made in the offering prospectuses of the Funds, and to the applicable Rules of the NASD, which shall control and override any provision to the contrary in this Agreement.

Transfer Agent hereby appoints Insurance Company as limited agent with respect to shares of the Funds purchased, held, and redeemed by the Separate Accounts solely for purposes of the provisions of this Agreement, and Insurance Company accepts such appointment, on the terms set forth herein. Such purchases and redemptions will be based on Contract-level transactions made by or on behalf of Plans or Plan participants that are recorded on Insurance Company’s record-keeping system. For purposes of this Agreement, “Contract-level transactions” will include:

Any authorized direction to invest contributions by or on behalf of any Plan or Plan participant in a Fund in accordance with the terms and conditions established by Insurance Company and the Fund’s prospectus (the “Prospectus”);

Any authorized direction to transfer or exchange existing amounts on behalf of any Plan or Plan participant between a Fund and another investment option in accordance with the terms and conditions established by Insurance Company and the Prospectus; and

Any authorized direction to pay loan, withdrawal or distribution proceeds from the Separate Account to a Plan or Plan participant that results in redemption of shares of a Fund in accordance with the terms and conditions established by Insurance Company and the Prospectus.

Insurance Company will maintain records for the Separate Account and for the Plan reflecting all shares of a Fund purchased and redeemed by the Separate Account based on Contract-level transactions (including the date and price for all transactions and share balances) and all reinvestments by the Separate Account of dividends and capital gains distributions paid by a Fund.

The Insurance Company, directly or through subcontractors (including a designated affiliate), shall provide the certain services described in this Agreement on behalf of the Distributor, Transfer Agent and the Funds in connection with the sale and servicing of the Contracts. The services to be provided by the Insurance Company to its Separate Accounts include, (i) mailing and otherwise making available to Contractholders, shareholder communications including, without limitation, prospectuses, proxy materials, shareholder reports, unaudited semi-annual and audited annual financial statements, and other notices; (ii) handling general questions regarding the Funds from Contractholders (and Plan participants) including, without limitation, advising as to performance, yield being earned, dividends declared, and providing assistance with other questions concerning the Funds; (iii) preparing and mailing periodic account statements showing the total number of Separate Account units owned by the Plan participant in that account, the value of such units, and purchases, redemptions, dividends, and distributions in the account during the period covered by the statement; (iv) preparing and mailing IRS Form 1099-R and/or IRS Form W-2 as required by applicable Internal Revenue Service rules and regulations; and (v) such other services and assistance to the Distributor and Transfer Agent with respect to the Contractholders as the Distributor and Transfer Agent shall reasonably request including, without limitation, assistance in maintaining accounts and records. Administrative services to Contractholders shall be the responsibility of the Insurance Company and shall not be the responsibility of Distributor, Transfer Agent or any of their affiliates.

Insurance Company shall comply with the Operational Guidelines attached hereto, as amended from time to time. To the extent the provisions of the Operational Guidelines are inconsistent with other provisions of this Agreement, the terms of the Operational Guidelines shall control.

Insurance Company understands that the Funds are committed to distributing their shares through retail broker-dealers and banks that have entered into Selling Group Agreements with the Distributor. Accordingly, in providing or proposing to provide services to any Plan (as defined in paragraph 2, below), Insurance Company shall in good faith use its best efforts to avoid any interference or conflicts with the relationships between the Funds/Distributor and such retail broker-dealers/banks.

Insurance Company shall transmit to Transfer Agent or the Funds (or to any agent designated by either of them) such information in the possession of Insurance Company concerning the Plans (as defined in paragraph 2, below) and participants in the Plans as shall reasonably be necessary for Transfer Agent to provide services as transfer agent for the Funds and as any Fund shall reasonably conclude is necessary to enable that Fund to comply with applicable state Blue Sky laws or regulations.

Marketing of Contracts. The Insurance Company will make reasonable efforts to market its Contracts. In marketing its Contracts, the Insurance Company will comply in all material respects with applicable state insurance and federal and state securities laws. The Insurance Company may market the Contracts it issues through insurance agencies or brokers including those which may be controlled by insurance companies. The Insurance Company shall make the Contracts available only to Plans.

Compliance with Laws; Reliance on Instructions.

Distributor acknowledges and agrees that Insurance Company is not responsible for: (i) any information contained in any prospectus, registration statement, annual report, proxy statement, or item of advertising or marketing material prepared by Distributor, which relates to any Fund; (ii) registration or qualification of any shares of any Fund under any federal or state laws; or (iii) compliance by Distributor and the Funds with all applicable federal and state laws, rules and regulations, the rules and regulations of any self-regulatory organization with jurisdiction (the foregoing laws, rules and regulations are collectively referred to herein as “Applicable Law”) over the Distributor or Funds, and the provisions of the Funds’ prospectus and statement of additional information.

Insurance Company acknowledges and agrees that it is responsible for (i) any representations concerning the Funds made by Insurance Company or its agents that are not included in the prospectuses, statements of additional information or advertising or marketing material relating to the Funds and prepared or approved in writing by the Distributor; (ii) satisfying prospectus delivery requirements, to the extent required by law; and (iii) in connection with the services performed in connection with this Agreement, the compliance or failure to comply with any Applicable Law with jurisdiction over Insurance Company.

Each party is entitled to rely on any written records or instructions provided to it by authorized persons of the other party(ies).

Insurance Company Representations and Warranties. The Insurance Company represents and warrants that: (i) it has the corporate power and the authority to enter into and perform all of its duties and obligations under this Agreement; (ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against each above-named party in accordance with its terms; (iii) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (iv) it will or has

established the Separate Accounts pursuant to applicable rules and regulations; (v) the Insurance Company has registered the Separate Accounts as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”), to serve as investment vehicles for certain Contracts or, alternatively, has not registered one or more of the Separate Accounts in proper reliance upon an exclusion from registration under the 1940 Act; (vi) the Contracts provide for the allocation of net amounts received by the Insurance Company to the Separate Accounts, for investment in the shares of specified investment companies selected among those companies available through the Separate Accounts to act as underlying investment media and (vii) the Insurance Company’s affiliate, is (a) a properly registered or licensed broker or dealer under applicable federal laws and regulations and is complying with and will continue to comply with all applicable federal laws, rules and regulations, (b) a member of the Financial Industry Regulatory Authority (“FINRA”), and (c) its membership with FINRA is not currently suspended or terminated. Insurance Company agrees to notify the Distributor immediately in writing if any of the foregoing representations ceases to be true to a material extent.

Distributor and Transfer Agent Representations and Warranties. Distributor and Transfer Agent each represents and warrants that: (i) this Agreement constitutes its legal, valid and binding obligation, and is enforceable against it in accordance with its terms; (ii) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (iii) the execution, performance and delivery of this Agreement by it will not result in its violating any Applicable Law or breaching or otherwise impairing any of its contractual obligations; (iv) Distributor represents that the Funds are registered as investment companies under the 1940 Act and Fund shares sold by the Funds are, and will be, registered under the Securities Act of 1933, as amended; (v) Distributor represents that it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and may properly cause Fund shares to be made available for the purposes of this Agreement pursuant to distribution agreements between the Funds and the Distributor; (vi) it has the corporate power and the authority to enter into and perform all of its duties and obligations under this Agreement; (vii) Distributor and its affiliates are solely responsible for information contained in any prospectus, registration statement, annual report, proxy statement, or item of advertising or marketing material prepared by Distributor relating to any Fund; and (viii) Distributor represents that prospectuses, other materials concerning the Funds are complete and accurate in all material respects and do not contain any material omission or misstatement of a material fact necessary to make the information not misleading or untrue.

Omnibus Accounts; Fees.

The Funds recognize that the Insurance Company, for itself or on behalf of the Separate Accounts, will be the sole shareholder of shares of the Funds issued pursuant to the Contracts. Prior to establishing one or more omnibus accounts per Fund, Insurance Company shall obtain the written consent of the Distributor and/or Transfer Agent. Such arrangement will result in aggregated share orders. In the event that the aggregate Contractholder accounts maintained by the Insurance Company do not balance with the omnibus accounts maintained by the Transfer

Agent, neither the Transfer Agent, any of its affiliates nor the Funds shall be liable to the Contractholders for any shortfall, provided that such shortfall is not a result of an error or omission on the part of the Transfer Agent, its affiliates or the Funds. Until such time as the Insurance Company establishes the omnibus accounts, Insurance Company shall establish one account per Plan on the books of each Fund in which such Plan beneficially invests via the Contracts.

The parties agree that no fees will be paid, exchanged, or shared under this Agreement.

Pricing Information. The Funds or the Transfer Agent will compute the closing net asset value, and any distributor information (including the applicable record date, payable date, distribution rate per share, income accrual and capital gains information) for each Fund as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on each day the New York Stock Exchange is open for business (a “Business Day”) or at such other time as the net asset value of a Fund is calculated, as disclosed in the relevant Funds’ current prospectuses. The Funds or the Transfer Agent will use their best efforts to communicate to the Insurance Company such information by 6:30 p.m. Eastern Time on each Business Day. Such information shall be accurate and true in all respects and updated continuously.

Pricing Adjustments.

In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:

With respect to errors in the net asset value of the Funds as communicated to Insurance Company, the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940. Any administrative costs incurred for correcting the underlying Plan participant accounts will be at Insurance Company’s expense.

Purchases and Redemption Orders; Settlement of Transactions.

Fund/SERV Transactions. In the event the parties agree to submit transactions via the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) system, the following provisions shall apply:

Manual Transactions. Manual transactions via facsimile shall be used by the Insurance Company unless otherwise agreed to by the parties.

Contingencies. All orders are subject to acceptance by Transfer Agent and become effective only upon confirmation by Transfer Agent. Upon confirmation, the Transfer Agent will verify total purchases and redemptions and the closing share position for each Fund/account. In the case of delayed settlement, Transfer Agent and Insurance Company shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940. Such wires for Insurance Company should be sent to:

Processing Errors. Processing errors which result from any delay or error caused by Insurance Company may be adjusted through facsimile or by electronic transmission mutually acceptable to the Transfer Agent and the Insurance Company by Insurance Company by the necessary transactions on a current basis.

Coding. If applicable, orders for the purchase of Fund shares shall include the appropriate coding to enable Transfer Agent to properly calculate commission payments to any broker-dealer firm assigned to the Separate Account.

Reconciliation. Insurance Company shall reconcile share positions with respect to each Fund for each Separate Account as reflected on its records to those reflected on statements from Transfer Agent and shall, on request, certify that each Separate Account’s share positions with respect to each Fund reported by Transfer Agent reconcile with Insurance Company’s share positions for that Separate Account. Insurance Company shall promptly inform Transfer Agent of any record differences and shall identify and resolve all non-reconciling items within five business days.

Verification. Within a reasonable period of time after receipt of a confirmation relating to an Instruction, Insurance Company shall verify its accuracy in terms of such Instruction and shall notify Transfer Agent of any errors appearing on such confirmation.

Order Processing. Any order by Insurance Company for the purchase of shares of the respective Funds through Distributor shall be accepted at the time when it is received (for manual transactions, at the time specified in Section 9(b) of this Agreement) by Distributor/Transfer Agent (or any clearinghouse agency that Distributor/Transfer Agent may designate from time to time), and at the offering and sale price next determined as described in this Agreement, unless rejected by Distributor, Transfer Agent or the respective Funds. In addition to the right to reject any order, the Funds have reserved the right to withhold shares from sale temporarily or permanently. Distributor/Transfer Agent will not accept any order from Insurance Company that is placed on a conditional basis or subject to any delay or contingency prior to execution. The procedure relating to the handling of orders shall be subject to instructions that Distributor shall forward from time to time to all members of the selling group. The shares purchased will be issued by

the respective Funds only against receipt of the purchase price, in collected New York or Los Angeles Clearing House funds. If payment for the shares purchased is not received within three days after the date of confirmation, the sale may be cancelled by the Distributor or by the respective Funds without any responsibility or liability on the part of the Distributor or the Funds, and the Distributor and/or the respective Funds may hold the Insurance Company responsible for any loss, expense, liability or damage, including loss of profit suffered by the Distributor and/or the respective Funds, resulting from Insurance Company’s delay or failure to make payment as aforesaid.

NSCC Rules. NSCC rules and procedures shall govern any matter in which any provision contained in this Agreement conflicts with any such NSCC rule or procedure.

Overpayments. In the event any overpayment is made to the Insurance Company by the Transfer Agent, the Insurance Company shall promptly repay such overpayment to the Transfer Agent, but in no event more than fifteen (15) days after the Insurance Company receives notice of such overpayment. If any overpayment is not timely repaid to Transfer Agent, the Insurance Company authorizes the Transfer Agent, the Funds, or any of their affiliates, to offset any such overpayment against any funds otherwise payable to the Insurance Company for the Insurance Company’s own account by the Transfer Agent, the Funds or their affiliates, including, without limitation, service fees; provided, however, that an overpayment to the Insurance Company shall not be subject to such offset if the overpayment was the result of an error or other negligent act or omission on the part of the Funds or the Transfer Agent.

Account Activity. Upon request, the Transfer Agent shall send to the Insurance Company, (i) confirmations of activity in each Separate Account within five (5) business days after each Trade Date on which a purchase or redemption of shares of a Fund is effected for a Separate Account; (ii) statements detailing activity in each Separate Account no less frequently than quarterly; and (iii) such other information as may reasonably be requested by Insurance Company and agreed upon by Transfer Agent.

Expenses. All expenses incident to each party’s performance of this Agreement shall be paid by the respective party. The Funds shall pay the cost of registration of their shares with the Securities and Exchange Commission (the “SEC”), preparation of the Fund’s prospectuses, proxy materials and reports, or the preparation of other related statements and notices required by Applicable Law. The Funds shall pay the cost of qualifying Fund shares in states where required.

Proxy and Other Communication Materials. The Funds shall distribute to the Insurance Company their proxy material and periodic Fund reports to shareholders. The Transfer Agent or the Funds shall provide the Insurance Company with a reasonable quantity of the Funds’ prospectuses and sales literature upon request to be used for the Separate Accounts in connection with the transactions contemplated by this Agreement. Distributor, Transfer Agent or the Funds shall provide to Insurance Company, or its authorized representative, at no expense to Insurance Company, the following Contractholder communication materials prepared for circulation to Contractholders in quantities reasonably requested by Insurance Company which are sufficient to allow mailing thereof by Insurance Company, to the extent required by Applicable Law, to all Contractholders in the Separate Accounts: proxy or information statements, annual reports, semi-annual reports, and all updated prospectuses, supplements and amendments thereof. The Distributor, Transfer Agent or the Funds shall provide Insurance Company with other documents and materials as Insurance Company may reasonably request from time to time.

Review of Advertising and Sales Literature; Representations

Insurance Company may, based on the SEC-mandated information supplied by Distributor, prepare communications. In addition, Insurance Company may prepare such materials, based on performance information supplied by third party information providers (e.g., Lipper, Morningstar). Insurance Company shall provide copies of all such materials to Distributor prior to their first use for Distributor’s review and Distributor shall have ten business days to approve or reject such material. It is understood that Distributor shall be responsible for errors or omissions in, or the content of, such materials based upon information supplied by the Funds. Insurance Company shall be responsible for all other errors or omissions.

Neither Insurance Company nor any person associated with Insurance Company shall make representations concerning a Fund, Transfer Agent or any of Transfer Agent’s affiliates, except those contained in the current promotional literature produced by the Distributor, unless specifically approved in writing by the Distributor. Neither Insurance Company nor any person associated with Insurance Company shall make use of the names, logos or any likeness of the Funds, Transfer Agent or any of Transfer Agent’s affiliates without the prior written consent of Distributor.

Proxy Materials/Voting. The Insurance Company will distribute all proxy material furnished by the Funds to the extent required by Applicable Law. For so long as the SEC interprets the 1940 Act to require pass-through voting by insurance companies whose separate accounts are registered as investment companies under the 1940 Act (“Registered Separate Accounts”), the Insurance Company shall vote shares of the Funds held in Registered Separate Accounts at shareholder meetings of the Funds in accordance with instructions timely received by the Insurance Company (or its designated agent) from owners of Contracts funded by such Registered Separate Accounts having a voting interest in the Funds. The Insurance Company shall vote shares of the Funds held in Registered Separate Accounts that are attributable to the Contracts as to which no timely instructions are received, as well as shares held in such Registered Separate Account that are not attributable to the Contracts and owned beneficially by the Insurance Company (resulting from charges against the Contracts or otherwise), in the same proportion as the votes cast by owners of the Contracts funded by the Registered Separate Account having a voting interest in the Funds from whom instructions have been timely received. The Insurance Company shall vote shares of the Funds held in its general account or in any Separate Account that is not registered under the 1940 Act, if any, in its discretion.

Prospectuses. For purposes of this Agreement, the following are added as additional provisions relating to Rule 498 of the 1933 Act:

The Distributor and Transfer Agent represent and warrant that any use of summary prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Funds, at their sole cost and expense, shall provide the Insurance Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498.

The Funds agree that the Insurance Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Insurance Company.

The Funds shall be responsible for preparing and providing the following “Fund Documents,” as specified in Rule 498A:

Summary Prospectus for the Funds

Statutory Prospectus for the Funds

Statement of Additional Information (“SAI”) for the Funds; and

Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1) for the Funds.

The Funds shall provide the Trust Documents specified in Paragraphs 5.A, (b), and (c) above to the Insurance Company (or its designee) on a timely basis (to facilitate the required website posting) and provide updated versions as necessary in an electronic format that is suitable for website posting, and in a format, or formats, that comply with the requirements of Rule 498A to facilitate

a continuous offering of the Funds’ securities and the Contracts. The Funds shall be responsible for the content and substance of the Trust Documents.

The Insurance Company shall host and maintain the website specified in Rule 498A, so that the Fund Documents are publicly accessible, free of charge, at that website, provided that the Funds fulfill its obligations under this Amendment.

The Insurance Company shall ensure that an Initial Summary Prospectus is used for each currently offered variable contract described under the related registration statement, in accordance with Rule 498A. The Funds shall ensure that a summary prospectus is used for the Funds, in accordance with Rule 498A, and will provide notice to the Insurance Company in advance of any termination of the use of summary prospectus.

The Funds shall provide such data regarding each Fund’s expense ratios and investment performance as the Insurance Company shall reasonably request, to facilitate the registration and sale of variable contracts. Without limiting the generality of the foregoing, the Funds shall provide Fund expense and performance data on a timely basis to facilitate the Insurance Company’s preparation of its annually updated registration statements (and as otherwise reasonably requested by the Insurance Company), but in no event later than one hundred (100) calendar days after the close of each Fund’s fiscal year.

The Funds shall be responsible for preparing and providing the materials required by Rule 30e-1(b) under the 1940 Act (“Rule 30e-1”) (collectively, the “Required Materials”).

The Funds shall host and maintain the website specified in paragraph (b)(2)(i) of Rule 30e-1, so that the relevant Required Materials are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph.

Independent Contractor Status. The Insurance Company shall, for all purposes herein, be deemed to be an independent contractor and shall have, unless otherwise expressly provided or authorized, no authority to act for or represent the Distributor or the Funds in any way or otherwise be deemed an agent of the Distributor or the Funds.

Termination. At the terminating party’s election and the other party’s concurrence, termination of this Agreement may be limited solely as to new Plans and new Contracts. This Agreement shall terminate as to the sale and issuance of Contracts:

at the option of the Insurance Company, Distributor, Transfer Agent or the Funds upon 60 days advance written notice to the other parties;

at any time by giving 30 day’s written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured during such 30-day period;

at the option of the Insurance Company, Distributor or the Funds, upon institution

of formal proceedings relating to (i) the marketing of the Contracts, (ii) the Separate Accounts, (iii) the Insurance Company, (iv) Distributor or (v) the Funds by the FINRA, the SEC or any other regulatory body;

at the option of any Fund, the investment adviser to the Funds (the “Adviser”), or the Insurance Company, upon termination of Adviser’s investment advisory agreement with the Fund. Notice of such termination shall be promptly furnished. This paragraph (d) shall not be deemed to apply if, contemporaneously with such termination, a new contract of substantially similar terms is entered into between the Adviser and the Fund.

except for Insurance Company’s delegation of its duties to a subcontractor or to an affiliate, upon assignment of this Agreement, at the option of any party not making the assignment, unless made with the written consent of the other parties;

in the event interests in the Separate Accounts, the Contracts, or Fund shares are not registered, issued or sold in conformity with Applicable Law or such Applicable Law precludes the use of Fund shares as an underlying investment medium of Contracts issued or to be issued by the Insurance Company. Prompt notice shall be given by the terminating party to the other parties in the event the conditions of this provision occur;

for Registered Separate Accounts, they may terminate upon a decision by the Insurance Company, in accordance with regulations of the SEC for Registered Separate Accounts, to substitute Fund shares with the shares of another investment company for Contracts for which the Fund shares have been selected to serve as the underlying investment medium for Registered Separate Accounts. The Insurance Company will give 60 days’ written notice to the applicable Fund and the Distributor upon the occurrence of the earlier of the following actions taken for the purpose of substituting shares of the Fund: (1) an application made to the SEC, (2) a proposed Contractholder vote, or (3) the Insurance Company’s determination to substitute Fund shares with the shares of another investment company.

upon such shorter notice as is required by law, order or instruction by a court of competent jurisdiction or a regulatory body or self-regulatory organization with jurisdiction over the terminating party.

Notices. All notices under this Agreement, unless otherwise specified in the Agreement shall be given in writing and delivered via overnight delivery (postage prepaid, return receipt requested), facsimile transmission or registered or certified mail, as follows:

Books and Records. 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.

Indemnification.

Distributor and Transfer Agent, as applicable, shall indemnify and hold harmless, Insurance Company and its affiliates, directors, officers, employees and agents and each person who controls them within the meaning of the Securities Act of 1933, as amended, from and against any and all Losses they may incur, insofar as such Losses arise out of or are based upon (i) Distributor’s or Transfer Agent’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement, (ii) Distributor’s or Transfer Agent’s violation of Applicable Law in connection with the performance of its duties and obligations under this Agreement, and (iii) any breach by Distributor or Transfer Agent of any provision of this Agreement, including any representation, warranty or covenant made in the Agreement. Distributor and Transfer Agent, as applicable, shall also reimburse Insurance Company and its affiliates for any legal or other expenses reasonably incurred in connection with investigating or defending against such Losses. This indemnity provision is in addition to any other liability which Distributor or Transfer Agent may otherwise have to Insurance Company or its affiliates. Notwithstanding the foregoing, neither the Transfer Agent, Distributor, any of their affiliates nor the Funds shall indemnify or hold Insurance Company harmless pursuant to this paragraph for Losses to the extent such loss results from a determination that Insurance Company’s receipt of fees as provided in paragraph

6(b), above, violates the Employee Retirement Income Security Act of 1974, as amended, or any other federal or state law.

Promptly after receipt by a party entitled to indemnification under this paragraph 20 (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 paragraph 20, 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 paragraph 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.

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California exclusive of conflicts of laws.

Subchapter M. The Distributor will endeavor to have each Fund comply with Subchapter M of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and shall qualify as a regulated investment company thereunder.

Entire Agreement/Amendments. This Agreement contains the entire understanding and agreement among the parties with respect to the subject matter of this Agreement and may not be amended except by written agreement of the parties, however, an executed written amendment may not be necessary when adding a new fund to the Agreement.

Assignability. This Agreement shall extend to and be binding upon the Insurance Company, the Distributor and the Transfer Agent and their respective successors and assigns; provided, however, that neither this Agreement nor any rights, privileges, duties or obligations of the parties may be assigned by any party without the prior written consent of the other parties or as expressly contemplated by this Agreement.

Proprietary Information. The Distributor and the Funds agree that the names, addresses, and other information relating to the Contractholders or Plan participants or prospects for the sale of the Contracts developed by Insurance Company are the exclusive property of the Insurance Company and may not be used by Distributor, Transfer Agent or the Funds 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 to this Agreement 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 applicable state privacy laws and the Gramm-Leach-Bliley Act and any regulations promulgated thereunder. This provision, to the extent permissible by applicable law, shall not be construed to limit the parties’ obligation to comply with paragraph 19, above.

Severability. 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.

No Waiver. No waiver of any provision of this Agreement will be binding unless in writing and executed by the party granting such waiver. Any valid waiver of a provision set forth herein shall not constitute a waiver of any other provision of this Agreement. In addition, any such waiver shall constitute a present waiver of such provision and shall not constitute a permanent future waiver of such provision.

No Joint Venture, Etc. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and among Insurance Company, Distributor, and the Funds.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Survival. The provisions of paragraphs 4, 5, 20 and 25 survive termination of this Agreement.

Non-exclusivity. Each of the parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.

Insurance. At all times Insurance Company shall maintain insurance coverage that is reasonable and customary in light of all its responsibilities hereunder. Such coverage shall insure for losses resulting from the criminal acts or errors and omissions of Insurance Company’s employees and agents.

Oversight of Insurance Company. Insurance Company will permit Transfer Agent or its representative to have reasonable access to Insurance Company’s personnel and records pertaining to this Agreement in order to facilitate the monitoring of the quality of the services performed by Insurance Company under this Agreement.

Independent Audit. In the event Transfer Agent determines, based on a review of complaints received in accordance with paragraph 19, above, that Insurance Company is not processing Plan transactions accurately, Transfer Agent reserves the right to require that Insurance Company’s data processing activities as they relate to this Agreement be

subject to an audit by an independent accounting firm to ensure the existence of, and adherence to, proper operational controls. Insurance Company shall make available upon Transfer Agent’s request a copy of any report by such accounting firm as it relates to said audit. Insurance Company shall immediately notify Transfer Agent in the event of a material breach of operational controls.

Trading Relationships with Third Parties. If Insurance Company provides third parties with trading services, Insurance Company may not give such third parties access to the Funds without the prior written consent of the Distributor.

Breach of Agreement. In addition to all other remedies available at law or in equity for breach of this Agreement, Transfer Agent and Distributor reserve the right to withhold payment of fees under paragraph 6(b) of this Agreement for any breach of this Agreement by Insurance Company.

Arbitration. 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, such dispute shall be settled by arbitration; one arbitrator to be named by each party to the disagreement and a third arbitrator to be selected by the two arbitrators named by the parties. The decision of a majority of the arbitrators shall be final and binding on all parties to the arbitration. The expenses of such arbitration shall be paid by the non-prevailing party.

Shareholder Information Agreement. The Insurance Company agrees to provide the Funds pursuant to Rule 22c-2 under the Investment Company Act of 1940, certain account information necessary to prohibit transactions that violate the policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.

Insurance Company shall establish separate accounts that include the name and the unique numbers given to Insurance Company.

When transmitting instructions for the purchase and/or redemption of Class R Shares of the Funds, Insurance Company shall aggregate and calculate the purchase orders and redemption orders for all Plan participant purchase transactions and/or all Plan participant redemption transactions.

With respect to Plan participant transactions, Insurance Company shall abide by requirements of the Funds’ frequent trading policy as described in their prospectuses and statements of additional information.

References to the Funds on Plan participant statements and on Insurance Company’s web site shall include the full name of the Fund and a reference to “American Funds.” By way of example, “American Funds – The Investment Company of America”. If field size prohibits the use of the full name of the Fund and a reference to “American Funds”, the Fund name may be abbreviated with the approval of the Distributor.