Common use of Fees, Costs and Expenses Clause in Contracts

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund(a) Except as otherwise agreed to in writing by the Parties, Distributor all out-of-pocket fees, costs and Adviser shall pay no fee expenses incurred at or other compensation prior to the Company under Distribution Effective Time in connection with, and as required by, the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Company Distribution Disclosure Documents and the consummation of the transactions contemplated hereby and thereby, including the Separation, shall pay no fee be borne and paid by Biogen; provided, however, that Biogen shall bear the expense of all recordation of Intellectual Property Transferred at or other compensation prior to the Fund, Distributor or Adviser under Distribution Effective Time pursuant to this Agreement, although whether such recordation occurs prior to or after the Parties hereto will bear certain expenses in accordance with this AgreementDistribution Effective Time. 6.2 Each party shall(b) Except as otherwise expressly provided in this Agreement (including this Section 10.5) or any Ancillary Agreement, or as otherwise agreed to in accordance with writing by the allocation of Parties, each Party shall bear its own out-of-pocket fees, costs and expenses specified incurred or accrued after the Distribution Effective Time; provided, however, that, except as otherwise expressly provided in this Agreement, reimburse other parties for any fees, costs and expenses initially paid incurred in obtaining any Consents or novation from a Third Party in connection with the Transfer to or Assumption by one party but allocated a Party or its Subsidiary of any Assets or Liabilities in connection with the Separation shall be borne by the Party or its Subsidiary to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that which such Assets are not primarily intended to result in the sale of shares of the Designated Funds, being Transferred or which are provided to Contract owners relating to the Designated Fundsis Assuming such Liabilities. 6.3 All (c) With respect to any post-Distribution expenses incident incurred pursuant to performance a request for further assurances granted under Section 2.7, the Parties agree that any and all fees, costs and expenses incurred by the Trust of this Agreement will either Party shall be borne and paid by the Trust requesting Party; it being understood that no Party shall be obliged to incur any Third Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the Distributor requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the extent permitted by law. All shares prior written approval of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract ownersrequesting Party. 6.4 The Company (d) Notwithstanding the foregoing, each Party shall bear all be responsible for paying its own internal fees, costs and expenses associated with the registration(e.g., qualification, and filing salaries of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state lawspersonnel).

Fees, Costs and Expenses. 6.1 The Fund(a) Except as otherwise agreed to in writing by the Parties or as set forth on Schedule 10.5(a), Distributor all out-of-pocket fees, costs and Adviser shall pay no fee expenses incurred at or other compensation prior to the Company under Distribution Effective Time in connection with, and as required by, the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Company Distribution Disclosure Documents and the consummation of the transactions contemplated hereby and thereby, including the Separation, shall pay no fee be borne and paid by Ironwood; provided, however, that Ironwood shall bear the expense of all recordation of Intellectual Property Transferred at or other compensation prior to the Fund, Distributor or Adviser under Distribution Effective Time pursuant to this Agreement, although whether such recordation occurs prior to or after the Distribution Effective Time. (b) Except as otherwise expressly provided in this Agreement (including this Section 10.5) or any Ancillary Agreement, as otherwise agreed to in writing by the Parties hereto will or as set forth on Schedule 10.5(b), each Party shall bear certain its own out-of-pocket fees, costs and expenses in accordance with this Agreement. 6.2 Each party shallincurred or accrued after the Distribution Effective Time; provided, in accordance with the allocation of expenses specified however, that, except as otherwise expressly provided in this Agreement, reimburse other parties for any fees, costs and expenses initially paid incurred in obtaining any Consents or novation from a Third Party in connection with the Transfer to or Assumption by one party but allocated a Party or its Subsidiary of any Assets or Liabilities in connection with the Separation shall be borne by the Party or its Subsidiary to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that which such Assets are not primarily intended to result in the sale of shares of the Designated Funds, being Transferred or which are provided to Contract owners relating to the Designated Fundsis Assuming such Liabilities. 6.3 All (c) With respect to any post-Distribution expenses incident incurred pursuant to performance a request for further assurances granted under Section 2.7, the Parties agree that any and all fees, costs and expenses incurred by the Trust of this Agreement will either Party shall be borne and paid by the Trust requesting Party; it being understood that no Party shall be obliged to incur any Third Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the Distributor requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the extent permitted by law. All shares prior written approval of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract ownersrequesting Party. 6.4 The Company (d) Notwithstanding the foregoing, each Party shall bear all be responsible for paying its own internal fees, costs and expenses associated with the registration(e.g., qualification, and filing salaries of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state lawspersonnel).

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s 's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s 's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s 's prospectus; and reports to Contract owners; typesetting and printing proxy materialsmaterials and reports to Contract owners (including the costs of printing a Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ ' prospectus and SAI; the cost of printing the Trust’s 's prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s 's prospectus and reports; the costs of distributing the Trust’s 's proxy materials to contract ownersand reports; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; typesetting and printing proxy materials and reports to Contract owners; typesetting and owners (including the costs of printing proxy materialsa Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract ownersand reports; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s 's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s 's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s 's prospectus; and reports to Contract owners; typesetting and printing proxy materialsmaterials and reports to Contract owners (including the costs of printing a Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. The Trust will also bear the costs of printing and distributing to existing Contract owners the Trust's prospectus and SAI and any supplements thereto and the costs of distributing the Trust's proxy materials and reports. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ ' prospectus and SAI; the cost of printing and distributing the Trust’s 's prospectus and reports for use in connection with offering the Contracts to prospective purchasers of the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser 20.1 Polestar agrees to pay VCFSUK an annual facility fee if any is specified in the Offer Terms. 20.2 Polestar shall pay no fee or other compensation on demand all costs and expenses and Value Added Tax thereon incurred by VCFSUK in connection with: a) the negotiation preparation and execution of any security documents entered into pursuant to this Agreement except to the Company under extent that such costs and expenses are incurred by VCFSUK in relation to the guarantee and indemnity provided by Polestar Performance on or around the date of this Agreement; b) the granting of any waiver or consent or any variation of this Agreement and or any documents contemplated hereby; and c) the Company shall pay no fee perfection, protection, preservation or other compensation to the Fund, Distributor enforcement (whether attempted or Adviser successful) of any of VCFSUK’s rights under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreementany Used Vehicle Purchase Contract and any Sale Contract. 6.2 Each 20.3 In respect of Floorplan Vehicles Polestar shall be liable to pay to VCFSUK on demand an additional administration fee of [***] (plus any Value Added Tax thereon) on each occasion that there is a failure by Polestar either to notify VCFSUK of a sale contract with a third party shallas buyer pursuant to Clause 9.1 or a failure by Polestar to comply with any of its obligations under Clause 7.1 as a contribution towards the additional administrative costs of and monitoring undertaken by VCFSUK as a result of such failures. 20.4 In respect of Used Vehicles, Polestar shall be liable to pay VCFSUK an additional administration fee of [***] (plus any Value Added Tax thereon) as a contribution towards VCFSUK’s administrative costs in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for event that (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and direct debit or other similar payment is dishonoured or (ii) other services that are not primarily intended to result in the sale Polestar requests payment of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance any sums due by the Trust of VCFSUK under this Agreement by telegraphic transfer. VCFSUK will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses submit a monthly invoice(s) for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing administration fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes Polestar. Polestar shall pay these fees plus Value Added Tax in arrears on the issuance or transfer first day of shares of each calendar month immediately following the Designated Funds; any expenses permitted month to be paid or assumed which the charges relate by VCFSUK debiting from the Trust with respect to Bank Account the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under amount shown on the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract ownersrelevant invoice(s). 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 10.1 The Fund, Distributor and Adviser Grantor shall pay no any and all reasonable costs and expenses incurred by the Collateral Agent, including, without limitation, reasonable costs and expenses relating to all waivers, releases, discharges, satisfactions, modifications and amendments of this Agreement, the administration and holding of the Collateral, insurance expenses, and the enforcement, protection and adjudication of the parties’ rights hereunder by the Collateral Agent, including, without limitation, the reasonable disbursements, expenses and fees of the attorneys the Collateral Agent may retain, if any. 10.2 Upon the execution of this Agreement, Grantor will pay the Collateral Agent a fee of $5,000 for agreeing to act as Collateral Agent hereunder and for reviewing and becoming familiar with the transaction documents. Upon the occurrence of an Event of Default, the Grantor shall pay the Collateral Agent an hourly fee of $500 for services rendered pursuant to this Agreement. The Collateral Agent is hereby authorized to deduct any sums due the Collateral Agent from the Collateral or other compensation proceeds therefrom in the Collateral Agent’s possession if not paid on a prompt basis by the Grantor pursuant to Section 10.3 below. All unpaid payments due to the Company under Collateral Agent pursuant to this Agreement and the Company shall pay no fee or other compensation be pari passu to the FundNoteholder’s interests in the Convertible Notes. 10.3 All advances, Distributor charges, costs and expenses, including reasonable attorneys' fees and disbursements (collectively, “Costs and Expenses”), incurred or Adviser paid by the Collateral Agent in exercising any right, privilege, power or remedy conferred by this Agreement or in the enforcement or attempted enforcement thereof, shall be secured hereby and shall become a part of the Secured Obligations and shall be paid to the Collateral Agent by the Grantor, immediately upon demand, together with interest thereon from the date of demand at a rate of 6% per annum. To the extent that the Costs and Expenses are not paid promptly by the Grantor, the Collateral Agent may request each Noteholder to deposit with it, in proportion to their initially purchased respective principal amounts of Convertible Notes, sufficient sums to cover the Costs and Expenses. To the extent Costs and Expenses are not paid to the Collateral Agent by the Grantor or the Noteholders, the Collateral Agent, in addition to any other rights granted under this Agreement, although is hereby authorized to deduct the Parties hereto will bear certain expenses in accordance with this Agreementaggregate of unpaid Costs and Expenses from the Collateral or proceeds therefrom. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s 's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s 's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s 's prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners the costs of printing for existing Contract owners the Trust's prospectus and reports; the costs of distributing the Trust's proxy materials and reports to Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ ' prospectus and SAI; the cost of printing the Trust’s 's prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners's prospectus; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; prospectus and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the Delaware 613762-2 cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws. The Trust shall bear the costs of soliciting Trust proxies from Contract owners, including the costs of printing and distributing the Trust’s proxy materials to Contract owners and the cost of tablutaing proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Trust for this purpose. The Trust and the Distributor shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Trust.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. sale The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; typesetting and printing proxy materials and reports to Contract owners; typesetting and owners (including the costs of printing proxy materialsa Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; law all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; laws and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall Fund will pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although except as provided below: (a) if the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform Fund or any Designated Portfolio adopts and arranging for appropriate compensation for (i) for distribution and shareholder-related services under implements a plan adopted in accordance with pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Fund or the Distributor may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund or the Distributor in writing, (iib) other the Fund or the Distributor may pay fees to the Company for administrative services provided to Contract owners that are not primarily intended to result in the sale of shares of the Designated FundsPortfolio or of underlying Contracts, which are provided as may be separately agreed to Contract owners relating to the Designated Fundsin writing. 6.3 6.2 All expenses incident to performance by the Trust Fund of this Agreement will be paid by the Trust or the Distributor Fund to the extent permitted by law. All shares of the Designated Funds Portfolios will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the TrustFund, in accordance with applicable state law, prior to sale. The Trust Fund will bear the expenses for the cost of registration and qualification of the Trust’s Fund's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A N-CSR and N-SAR and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the TrustFund; preparation and filing of the Trust’s Fund's prospectus, SAI and registration statement, proxy materials and reports; typesetting and (to the Trust’s extent provided by and as determined in accordance with Article IV, above) printing the Fund's prospectus; and reports to Contract owners; typesetting and printing proxy materialsmaterials and reports to Contract owners (including the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated FundsFund's shares; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding for the Designated Funds Portfolios in electronic or typeset format for distribution to existing Contract ownersformat, as well as any expenses as set forth in Article IV of this Agreement. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s 's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s 's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s 's prospectus; and reports to Contract owners; typesetting and printing proxy materialsmaterials and reports to Contract owners (including the costs of printing a Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. The Trust,the Advisor and/or the Distributor will also bear the costs of printing and distributing to existing Contract owners the Trust's prospectus and SAI and any supplements thereto and the costs of distributing the Trust's proxy materials and reports. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ ' prospectus and SAI; the cost of printing and distributing the Trust’s 's prospectus and reports for use in connection with offering the Contracts to prospective purchasers of the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 Each Party shall bear, or cause its agents to bear, the costs associated with its obligations specified in this Agreement, in accordance with Schedule E attached hereto and incorporated herein by reference, as the Parties may mutually agree in writing to amend from time to time ("Schedule E"). 6.2 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 6.3 Each party Party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties Parties for expenses initially paid by one party Party but allocated to another partyParty. In addition, nothing herein shall prevent the parties Parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 6.4 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s 's shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s 's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s 's prospectus; and reports to Contract owners; typesetting and printing proxy materialsmaterials and reports to Contract owners (including the costs of printing a Trust prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 6.5 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ ' prospectus and SAI; the cost of printing the Trust’s 's prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s 's prospectus and reports; the costs of distributing the Trust’s 's proxy materials to contract ownersand reports; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; prospectus and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract owners; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws. The Trust shall bear the costs of soliciting Trust proxies from Contract owners, including the costs of printing and distributing the Trust’s proxy materials to Contract owners and the cost of tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Trust for this purpose. The Trust and the Distributor shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Trust.

Fees, Costs and Expenses. 6.1 The Fund, Distributor and Adviser shall pay no fee or other compensation to the Company under this Agreement and the Company shall pay no fee or other compensation to the Fund, Distributor or Adviser under this Agreement, although the Parties hereto will bear certain expenses in accordance with this Agreement. 6.2 Each party shall, in accordance with the allocation of expenses specified in this Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform and arranging for appropriate compensation for (i) for distribution and shareholder-related services under a plan adopted in accordance with Rule 12b-1 12b-l under the 1940 Act and (ii) other services that are not primarily intended to result in the sale of shares of the Designated Funds, which are provided to Contract owners relating to the Designated Funds. 6.3 All expenses incident to performance by the Trust of this Agreement will be paid by the Trust or the Distributor to the extent permitted by law. All shares of the Designated Funds will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust will bear the expenses for the cost of registration and qualification of the Trust’s shares, including without limitation, the preparation of and filing with the SEC of Forms N-1A N-lA and Rule 24f-2 Notices on behalf of the Trust and payment of all applicable registration or filing fees (if applicable) with respect to shares of the Trust; preparation and filing of the Trust’s prospectus, SAI and registration statement, proxy materials and reports; typesetting the Trust’s prospectus; and reports to Contract owners; typesetting and printing proxy materials; the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of shares of the Designated Funds; any expenses permitted to be paid or assumed by the Trust with respect to the Designated Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs regarding the Designated Funds in electronic or typeset format for distribution to existing Contract owners the costs of printing for existing Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials and reports to Contract owners. 6.4 The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing, and distributing the Contracts’ prospectus and SAI; the cost of printing the Trust’s prospectus and reports for use in connection with offering the Contracts; the costs of printing and distributing to Contract owners the Trust’s prospectus and reports; the costs of distributing the Trust’s proxy materials to contract ownersprospectus; and the cost of printing and distributing such annual individual account statements for Contract owners as are required by state laws.