American Fidelity Separate Account C Sample Contracts

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WILLIAM M. CAMERON ("WMC") LYNDA L. CAMERON ("LLC") ---------------------------------------------------- ------------------------- ----------------------------------------------------- North American Insurance First Fidelity Bancorp, First Fidelity...
American Fidelity Separate Account C • April 27th, 2006

North American Limited N.A.I.A. Insurance Towe, Hester & Erwin, Robert C. Bates, LLC North American Insurance Agency, Inc. Agency, Inc. LLC 75% - OK Agency of Lawton, LLC 100% - OK 100% - OK 52% - OK 73-1575831 52% - OK 73-1356772 73-1527682 73-1615119 72-1544943

SEPARATE ACCOUNT C Amended and Restated Principal Underwriter’s Agreement
Underwriter’s Agreement • April 30th, 2007 • American Fidelity Separate Account C • Oklahoma

This Amended and Restated Principal Underwriter’s Agreement (the “Agreement”) is made effective on July 10, 2006, by and between American Fidelity Securities, Inc. (the “Principal Underwriter”) and American Fidelity Assurance Company (the “Insurance Company”) on behalf of American Fidelity Separate Account C (the “Separate Account”).

INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • April 29th, 2016 • American Fidelity Separate Account C • Oklahoma

This Agreement (this “Agreement”) is made this 16th day of September, 2014, but effective as of October 1, 2014 (the “Effective Date”), between AMERICAN FIDELITY ASSURANCE COMPANY (the "Company") and ASSET SERVICES COMPANY, L. L. C. ("Consultant"). This agreement relates to Account “B” and Account “C” of Client (the “Accounts”).

AMENDED AND RESTATED INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • April 27th, 2018 • American Fidelity Separate Account C • Oklahoma

This Amended and Restated Investment Consultant Agreement (this "Agreement") is made this 30th day of October, 2017, but effective as of October 1, 2017 (the "Effective Date"), between AMERICAN FIDELITY ASSURANCE COMPANY (the "Company") and INVESTRUST CONSULTING, LLC ("Consultant"). This agreement relates to American Fidelity Separate Account A, American Fidelity Separate Account B and American Fidelity Separate Account C (together, the "Separate Accounts").

Amendment No. 5 to Fund Participation Agreement
Fund Participation Agreement • April 29th, 2011 • American Fidelity Separate Account C

This Amendment is to the Fund Participation Agreement dated May 13, 1997, as amended, (“Agreement”) between AMERICAN FIDELITY ASSURANCE COMPANY, a life insurance company organized under the laws of the State of Oklahoma (“Insurance Company"), on behalf of itself and on behalf of the Separate Accounts as defined forth in Paragraph 1.12 of the Agreement, and each Participating Fund (as defined in the Agreement). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 30th, 2007 • American Fidelity Separate Account C

THIS AGREEMENT (the "Agreement") is made and entered into as of October 16, 2006, or such other compliance date mandated by Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2"), whichever is later, by and between AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"), and the party signing below ("Intermediary").

AMENDMENT TO SELECTED DEALER AGREEMENT, CLEARING BROKER-DEALER AGREEMENT, SERVICES AGREEMENT OR PARTICIPATION AGREEMENT
Selected Dealer Agreement • April 30th, 2007 • American Fidelity Separate Account C

The undersigned distributor (the “Distributor” or “us” or “we”), which is a member firm of the National Association of Securities Dealers, Inc. (“NASD”), has previously entered into an agreement with you for the sale of shares or administration of accounts holding shares of certain mutual funds (“Funds”) for which it acts as the distributor (“Existing Agreement”). The Funds are open-end investment companies registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”). Distributor desires now to amend the Existing Agreement in order to make the following changes and you agree accordingly:

SECOND AMENDMENT TO AMENDED AND RESTATED INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • May 1st, 2024 • American Fidelity Separate Account C

This Second Amendment to the Amended and Restated Investment Consultant Agreement (this “Second Amendment”) is by and between AMERICAN FIDELITY ASSURANCE COMPANY (“Company”) and INVESTRUST CONSULTING, LLC (“Consultant”), and amends that certain Amended and Restated Investment Consultant Agreement, effective as of October 30, 2017, as amended by the First Amendment to Amended and Restated Investment Consultant Agreement, effective as of October 1, 2020 (the Amended and Restated Investment Consultant Agreement, as may be amended from time to time, the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Agreement. Company and Consultant now wish to amend the Agreement as described herein.

AMENDMENT TO AGREEMENT
Agreement • April 29th, 2011 • American Fidelity Separate Account C

The Agreement dated May 13, 1997, as amended January 1, 1999, May 1, 2001, and March 15, 2005 (the "Agreement"), by and between The Dreyfus Corporation and each of American Fidelity Assurance Company, and American Fidelity Securities, Inc. is hereby amended, as follows:

BlackRock Model Variable Annuity Rule 22c-2 Agreement
Shareholder Information Agreement • April 30th, 2007 • American Fidelity Separate Account C

SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock Distributors, Inc. and its successors, assigns and designees ("BDI") and the Intermediary with an effective date of April 16, 2007.

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2018 • American Fidelity Separate Account C

The Fund Participation Agreement dated as of May 13, 1997, as amended (the "Agreement"), among American Fidelity Assurance Company, and each of Dreyfus Variable Investment fund, Dreyfus Investment Portfolios, Dreyfus Stock Index Fund, Inc. (formerly known as "The Dreyfus Life and Annuity Index Fund, Inc.[d/b/a Dreyfus Stock Index Fund]"), and The Dreyfus Sustainable U.S. Equity Portfolio, Inc. (formerly known as "The Dreyfus Socially Responsible Growth Fund, Inc. (the "Participating Funds") is hereby amended, as follows:

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2011 • American Fidelity Separate Account C

The Fund Participation Agreement dated as of May 13, 1997, as amended January 1, 1999, May 1, 2001, and June 3, 2002 (the "Agreement"), between American Fidelity Assurance Company, and each of Dreyfus Variable Investment Fund, Dreyfus Investment Portfolios, Dreyfus Stock Index Fund, Inc. (formerly known as "The Dreyfus Life and Annuity Index Fund, Inc. [d/b/a Dreyfus Stock Index Fund]"), and The Dreyfus Socially Responsible Growth Fund, Inc. (the "Participating Funds") is hereby amended, as follows:

SECOND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2010 • American Fidelity Separate Account C

This SECOND AMENDMENT TO PARTICIPATION AGREEMENT dated as of , 2010, by and among VANGUARD VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION and AMERICAN FIDELITY ASSURANCE COMPANY.

INVESTMENT CONSULTANT AGREEMENT
Investment Consultant Agreement • April 30th, 2012 • American Fidelity Separate Account C • Oklahoma

This Agreement is made as of March 1, 2011 between American Fidelity Assurance Company, a corporation organized under the laws of the State of Oklahoma, having its principal place of business at Oklahoma City, Oklahoma, herein referred to as the "Company" and Asset Services Company, L. L. C., a corporation organized under the laws of the State of Oklahoma, having its principal place of business at Oklahoma City, Oklahoma, herein referred to as "Consultant." This agreement relates to American Fidelity Dual Strategy Fund, Inc. (successor to American Fidelity Variable Annuity Fund A), as well as American Fidelity Separate Account B and Separate Account C, herein referred to as the "Fund." This Agreement replaces the previous Agreements between the Company and the Consultant dated January 1, 1999, March 1, 2001, January 1, 2005 and January 20, 2008.

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THIRD AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2011 • American Fidelity Separate Account C

THIS THIRD AMENDMENT is dated as of February 1, 2011 and effective as of May 1, 2010, by and between BlackRock Advisors, LLC ("BAL"), American Fidelity Securities, Inc. ("AFS") and American Fidelity Assurance Company ("the Insurer") relating to the Administrative Services Agreement, dated as of May 1, 1999 (the "Agreement") amended as of February 28, 2005 ("First Amendment") and amended as of May 1, 2007 ("Second Amendment").

SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2007 • American Fidelity Separate Account C

American Fidelity Assurance Company (“you” or the “Insurer”) and American Fidelity Securities, Inc. (“AFS”) have entered into a Administrative Services Agreement, dated as of May 1, 1999 with Merrill Lynch Asset Management, L.P. (“MLAM”), as amended February 28, 2005 (the “Agreement”), regarding the provision of certain administrative services for the Merrill Lynch Variable Series Funds, Inc. (the “Fund”).

AMENDMENT TO AGREEMENT
Agreement • April 27th, 2018 • American Fidelity Separate Account C

The Agreement dated May 13, 1997, as amended (the "Agreement"), among The Dreyfus Corporation and each of American Fidelity Assurance Company, and American Fidelity Securities, Inc. is hereby amended as follows:

FIRST AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER'S AGREEMENT (SEPARATE ACCOUNT C)
Principal Underwriter's Agreement • April 27th, 2018 • American Fidelity Separate Account C

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER'S AGREEMENT (this "Amendment") is entered into by and between AMERICAN FIDELITY SECURITIES, INC., ("AFSI") and AMERICAN FIDELITY ASSURANCE COMPANY, on behalf of American Fidelity Separate Account C ("AFA"), to amend that certain Amended and Restated Principal Underwriter's Agreement dated June 10, 2006, between AFSI and AFA (the "Agreement"). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the language of this Amendment shall control.

FOURTH AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER’S AGREEMENT (SEPARATE ACCOUNT C)
S Agreement • April 30th, 2020 • American Fidelity Separate Account C

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER’S AGREEMENT (this “Amendment”) is entered in to by and between AMERICAN FIDELITY SECURITIES, INC. (“AFS”) and AMERICAN FIDELITY ASSURANCE COMPANY, on behalf of American Fidelity Separate Account C (“AFA”), to amend that certain Amended and Restated Principal Underwriter’s Agreement dated June 10, 2006, as amended June 10, 2009, and April 20, 2012, and June 10, 2015, between AFS and AFA (the “Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the language of this Amendment shall control.

SECTION ONE INVESTMENT ADVICE AND OTHER INVESTMENT CONSULTING SERVICES
Investment Consultant Agreement • March 31st, 2005 • American Fidelity Separate Account C • Oklahoma
AMENDMENT NO. 1 TO BUSINESS AGREEMENT
Business Agreement • April 27th, 2023 • American Fidelity Separate Account C

This Amendment, effective as of September 19, 2018 amends the Business Agreement (the “Agreement”) dated August 19, 2014, as amended, by and among American Fidelity Assurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of Oklahoma (on behalf of itself and certain of its separate accounts); American Fidelity Securities, Inc. (the “Distributor”), a corporation organized under the laws of the State of Oklahoma; American Funds Distributors, Inc. (“AFD”), a corporation organized under the laws of the State of California; and Capital Research and Management Company (“CRMC”), a corporation organized under the laws of the State of Delaware.

THIRD AMENDMENT TO AMENDED ND RESTATED PRINCIPAL UNDERWRITER'S AGREEMENT (SEPARATE ACCOUNT C)
Principal Underwriter's Agreement • April 27th, 2018 • American Fidelity Separate Account C

THIS THIRD AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER'S AGREEMENT (this "Agreement") is entered into by and between AMERICAN FIDELITY SECURITIES, INC. ("AFS"), and AMERICAN FIDELITY ASSURANCE COMPANY, on behalf of American Fidelity Separate Account C ("AFA"), to amend that certain Amended and Restated Principal Underwriter's Agreement dated June 10, 2006, as amended June 10, 2009, and April 20, 2012, between AFS and AFA (the "Agreement"). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the language of this Amendment shall control.

BUSINESS AGREEMENT
Business Agreement • April 30th, 2015 • American Fidelity Separate Account C • Delaware

THIS AGREEMENT is entered into as of the 19th day of August, 2014 (the "Effective Date") by and among American Fidelity Assurance Company ("Insurance Company"), a life insurance company organized under the laws of the State of Oklahoma (on behalf of itself and certain of its separate accounts); American Fidelity Securities, Inc. (the "Distributor"), a corporation organized under the laws of the State of Oklahoma; American Funds Distributors, Inc. ("AFD"), a corporation organized under the laws of the State of California; and Capital Research and Management Company ("CRMC"), a corporation organized under the laws of the State of Delaware.

SCHEDULE A SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS (Updated as of January 2, 2014)
American Fidelity Separate Account C • April 30th, 2015

This Schedule A to the Participation Agreement dated March 30, 2005, as amended, by and among the parties identified below is updated and effective as of January 2, 2014, and replaces all prior versions of this schedule.

AMENDMENT NO. 1 TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 27th, 2018 • American Fidelity Separate Account C

This Amendment No. 1 to Fund Participation and Service Agreement (this "Amendment"), dated as of November 14, 2017, is by and between American Fidelity Assurance Company, an Oklahoma corporation (the "Insurance Company"), for itself and on behalf of the Separate Accounts (as defined herein), American Funds Distributors, Inc. ("AFD"), American Funds Service Company ("Transfer Agent"), Capital Research and Management Company ("CRMC"), and the American Funds Insurance Series (the "Series"), an open-end investment company for which AFD, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the "Funds" and, each individually, a "Fund"; the Insurance Company, AFD, Transfer Agent, CRMC, Series may be referred to herein as the "Parties").

SECOND AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWRITER’S AGREEMENT (SEPARATE ACCOUNT C)
S Agreement • April 30th, 2012 • American Fidelity Separate Account C

THIS SECOND AMENDMENT TO AMENDED AND RESTATED PRINCIPAL UNDERWITER’S AGREEMENT (this “Amendment”) is entered into by and between AMERICAN FIDELITY SECURITIES, INC. (“AFS”), and AMERICAN FIDELITY ASSURANCE COMPANY, on behalf of American Fidelity Separate Account B (“AFA”), to amend that certain Amended and Restated Principal Underwriter’s Agreement dated June 10, 2006, as amended June 10, 2009, between AFS and AFA (the “Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. In the event of any inconsistency between the Agreement and this Amendment, the language of this Amendment shall control.

AMENDMENT NO. 2 TO FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 27th, 2023 • American Fidelity Separate Account C

This Amendment, effective as of September 19, 2018 amends the Fund Participation and Service Agreement (the “Agreement”) dated August 19, 2014, as amended, by and among American Fidelity Assurance Company, an Oklahoma corporation (the “Insurance Company”), for itself and on behalf of the separate accounts of the Insurance Company listed on Exhibit B to the Agreement (the “Separate Accounts”), American Funds Distributors, Inc. (“AFD”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”).

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