Common use of Rule 12b-1 Fee Clause in Contracts

Rule 12b-1 Fee. a. The Series will pay Insurance Company a Rule 12b-1 service fee to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 4 and Class P2 assets of each Fund attributable to the Contracts for personal services and account maintenance services for Contract owners with investments in Subaccounts corresponding to the Class 4 and Class P2 shares of each Fund so long as the Series’ 12b-1 plans are effective with respect to the Class 4 shares and Class P2 shares of a Fund. Such payments shall be calculated by the Series and be paid by the Series to Insurance Company as soon as practicable after the end of each month and in any event within thirty days. b. If the Series 12b-1 plans are no longer effective or are no longer applicable to the Funds in the Contracts (the “12b-1 Termination”), AFD, CRMC and the Series shall discuss with Insurance Company, in good faith an alternate fee arrangement. If no new agreement is reached within thirty days after the 12b-1 Termination (or at such later date mutually acceptable to all of the parties), Insurance Company, at its option, may elect to terminate this Agreement, and/or may elect to obtain an order of exemption pursuant to Section 26(b) of the 1940 Act (“Substitution Order”) for the Fund(s) or a vote of Contract owners authorizing redemption and substitution of Fund shares. The Series, AFD and CRMC shall cooperate with Insurance Company in obtaining and implementing any such Substitution Order.