AMENDMENT TO PARTICIPATION AGREEMENT Regarding RULES 30e-3 and 498A

AMENDMENT TO PARTICIPATION AGREEMENT

Regarding

RULES 30e-3 and 498A

The Guardian Insurance & Annuity Company, Inc. (the “Company”) Park Avenue Securities LLC (successor to Guardian Investor Services LLC) (“PAS”), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Fund’), a Delaware trust, and Invesco Distributors, Inc. (the “Underwriter”), a Delaware corporation, entered into a certain participation agreement dated February 2, 1998 (the “Participation Agreement”), as may be amended. This Amendment (the “Amendment’) to the Participation Agreement is entered into as of January 1, 2021, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), PAS, the Fund and the Underwriter (collectively the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

RECITALS

WHEREAS, pursuant to the Participation Agreement among the Parties, the Company invests in shares of certain of the portfolios of the Fund (the “Portfolios”) as a funding vehicle for the Accounts that issue variable annuity and/or life insurance contracts (the “Variable Contracts”) to persons that are registered owners of such Variable Contracts on the books and records of the Company (the “Contract Owners”);

WHEREAS, the Accounts are registered as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company, on behalf of the Accounts, has certain obligations pursuant to Rule 30e-2 under the 1940 Act to deliver Fund shareholder reports to Contract Owners, which obligations may be satisfied by compliance with Rule 30e-3 under the 1940 Act (“Rule 30e-3”);

WHEREAS, the Company intends to comply with the requirements, terms and conditions of Rule 30e-3 in order to satisfy its obligation to deliver Fund shareholder reports to Contract Owners, including hosting the website of certain fund materials required by Rule 30e-3; and

WHEREAS, Section 5(b)(2) of the Securities Act of 1933, as amended (the “1933 Act”) may require that a Statutory Prospectus (as defined in Rule 498A under the 1933 Act; “Rule 498A”) for the Portfolios be delivered to Contract Owners under certain circumstances;

WHEREAS, the Parties intend to meet any such Portfolio Statutory Prospectus delivery requirement by relying on (and complying with the requirements, terms and conditions of) paragraph G) of Rule 498A for “on-line” delivery;

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WHEREAS, paragraph (j) of Rule 498A requires, inter alia, that some of the Fund Documents (defined below) be posted and maintained on a website specified on the cover page of the

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Parties hereby agree to supplement and amend the Participation Agreement as follows:

1. Provision of Fund Documents; Website Posting.

(a). Fund Documents. The Fund and Underwriter are responsible for preparing and providing the following “Fund Documents,” as specified in paragraph (b)(1) of Rule 30e-3 and paragraph (j)(1)(iii) of Rule 498A:

(i) Summary Prospectus for the Portfolios;

(ii) Statutory Prospectus for the Portfolios;

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

(iv) Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule 30e-1 under the 0000 Xxx) for the Portfolios (together, the “Shareholder Reports”) (referred to in Rule 30e-3 as the “Current” and “Prior” Report to Shareholders).

(v) Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

(vi) Portfolio Holdings For Most Recent First and Third Fiscal Quarters (together with the complete portfolio holdings specified in (v) above, the “Portfolio Holdings”).

(b). Deadline for Providing, and Providing Current Versions of, Fund Documents.

(i). The Fund shall provide or make available the Summary Prospectus, Statutory Prospectus, and SAI for the Portfolios to the Company (or its designee) on a timely basis (to facilitate the required website posting) and provide updated versions as necessary, in order to facilitate a continuous offering of the Portfolio Company’s securities and the Variable Contracts.

(ii). The Fund shall provide or make available the Shareholder Reports and Portfolio Holdings within a timeframe reasonably designed to assist the Company in complying with the Company’s website posting obligations under Rule 30e-3.

(c). Format of Fund Documents. The Fund shall provide or make available the Fund Documents to the Company (or its designee) in an electronic format that is suitable for website posting and in a format, or formats, that are convenient for both reading online and in print, provide linked disclosure within Fund Documents and can be downloaded electronically or printed on paper free of charge, all in accordance with applicable sections of Rule 30e-3 and Rule 498A. permit persons accessing the Fund Documents to permanently retain, free of charge, an electronic version of such materials that meet the requirements of subparagraphs (h)(2)(i) and (ii) of Rule 498A (in accordance with paragraph (h)(3) of Rule 498A).

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(d). Website Hosting. The Company shall host and maintain the website specified in paragraph (j)(1)(iii) of Rule 498A, so that the Fund Documents are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph, provided that the Fund and Underwriter fulfill their obligations under this Amendment.

(e). Use of Summary Prospectuses.

(i). The Company shall ensure that an Initial Summary Prospectus is in use for each currently offered Variable Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A.

(ii). The Fund and Underwriter shall ensure that a summary prospectus is used for the Portfolios, in accordance with paragraph (j)(1)(ii) of Rule 498A.

(iii). Notwithstanding the above, the Company is not required to file an Initial Summary Prospectus, Update Summary Prospectus or Notice Document and has up to May 1, 2022 to be in full compliance with Rule 498A.

2. Content of Fund Documents. The Fund and the Underwriter shall be responsible for the content and substance of the Fund Documents as provided to the Company, including, but not limited to, the accuracy and completeness of the Fund Documents. Without limiting the generality of the foregoing in any manner, the Fund and the Underwriter shall be responsible for ensuring that the Fund Documents as provided to the Company:

(a). Meet the applicable standards of the 1933 Act, the Securities Exchange Act of 1934, as amended; the 1940 Act; and all rules and regulations under those Acts; and

(b). Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

3. Provision of Fund Documents for Paper Delivery. The Fund shall:

(a). As the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Fund Documents, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable judgment to meet anticipated requests from Contract Owners (see paragraphs (e) and (f) of Rule 30e-3 and paragraphs (i)(1) and (j)(3) of Rule 498A). Such Company requests shall be fulfilled reasonably promptly, but in no event more than 7 business days after the request from the Company is received by the Fund

(b). Alternatively, if requested by the Company in lieu thereof, the Fund or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Fund Documents as set in type, or at the request of the Company, a diskette in a form suitable to be sent to a financial printer), and such other assistance as is reasonably necessary to have the then current Fund Documents printed for distribution;

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(c). Expenses for the mailing of Fund Documents to Contract Owners and the costs of providing electronic documentation as set forth in this Section 3 shall be allocated in accordance with the Administrative Services Agreement.

3. Portfolio Expense and Performance Data.

The Fund shall provide such data regarding each Portfolio’s expense ratios and investment performance calculated in accordance with Form N -1A, as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts on a timely basis.

4. Construction of this Amendment; Participation Agreement.

(a). This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities.

(b). To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

5. Termination. This Amendment shall terminate upon the earlier of:

(a). termination of the Participation Agreement; or

(b). 60 days written notice from any Party to the other Parties.

6. Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. A signed copy of this Amendment delivered by facsimile or by emailing a copy in .pdf form shall be treated as an original and shall bind all Parties just as would the exchange of originally signed copies.

7. Joint and Several Liability. The responsibilities, obligations, duties and liabilities of the Fund and Underwriter under this Amendment shall be joint and several.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first above written.

The Guardian Insurance & Annuity Company, Inc.

/s/X. Xxxxxxxxxxxxxxxx

Name: X. Xxxxxxxxxxxxxxxx

Title: 2nd Vice President

Date: 0-0-0000

Xxxx Xxxxxx Securities LLC
Name:		/s/Xxxxx X. Xxxxxxxx
Title:		Product Manager, Park Avenue Securities
Date: 2/17/2021

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Name:		/s/Xxxxxxx X. Xxxxx
Title:		Senior Vice President, Chief Legal Officer and Secretary
Date: 2/9/2021

Invesco Distributors, LLC
Name:		/s/Xxxxxx Xxxxxxxxx
Title:		Vice President
Date: 2/9/2021

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