Common use of Other Obligations of Company Clause in Contracts

Other Obligations of Company. Proprietary assets maintained in the Funds’ shares by Company or any affiliate, parent or subsidiary of Company shall be excluded from the calculation of assets under management for purposes of determining payments due to Company hereunder. Company shall provide prior notice of such investments. (This language is not intended to encompass the beneficial ownership by Company of Fund shares attributable to Variable Contract owners.) By accepting the payments with respect to the Funds, Company agrees that it will not pass on any portion of such payments to its customers. To the extent Company passes on any portion of such payments to another entity, Company will take all reasonable steps to ensure that the entity does not pass on any portion of such payments to its or Company’s customers. Company agrees that it will disclose its receipt of fees to its customers with respect to investments in the Funds in accordance with applicable law and regulation and the rules of FINRA. Company agrees that CMDI may except certain of the assets Company’s customers maintained in the Funds from the assets under management calculation as long as both parties first agree to the exception. Company agrees to comply with the terms of all applicable offering documentation (including prospectuses and statements of additional information) in providing the services contemplated by this Agreement. CMDI shall not be obligated to make any payments under this Agreement unless all applicable Company offering documentation discloses, to the extent required by applicable law, that CMDI will make payments for the types of services described herein.