485apos Sample Contracts

Legg Mason Partners Equity TrustMANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC (March 5th, 2021)

This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2021, by and between Legg Mason Partners Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Legg Mason Partners Equity TrustSUBADVISORY AGREEMENT (March 5th, 2021)

This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2021, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Subadviser”).

Legg Mason Partners Equity TrustMANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC (March 5th, 2021)

This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2021, by and between Legg Mason Partners Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

Legg Mason Partners Equity TrustSUBADVISORY AGREEMENT (March 5th, 2021)

This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], 2021, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Brandywine Global Investment Management, LLC, a Delaware limited liability company (the “Subadviser”).

Minnesota Life Individual Variable Universal Life AccountAmendment No. 8 to Fund Participation Agreement (February 23rd, 2021)

This Amendment No. 8 to Fund Participation Agreement (the “Amendment”) is dated November 20, 2020, and is entered into by and among Minnesota Life Insurance Company, a Minnesota insurance company (the “Company”), ALPS Variable Investment Trust, a Delaware Statutory Trust (the “Trust” or the “Fund,” and each series of the Trust, as applicable, a “Portfolio” and collectively, the “Portfolios”), ALPS Advisors, Inc. a Colorado corporation, (“AAI”), and ALPS Portfolio Solutions Distributor, Inc. (“APSD”), a Colorado corporation.

Franklin Templeton Variable Insurance Products TrustSUBADVISORY AGREEMENT Franklin Templeton Variable Insurance Products Trust On behalf of TEMPLETON DEVELOPING MARKETS VIP FUND (February 23rd, 2021)

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), made as of the 9th day of November 2020, by and between TEMPLETON ASSET MANAGEMENT LTD., a public company limited by shares incorporated in Singapore (“TAML”), and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED, a company limited by shares incorporated in England (“FTIML”).

Mutual of America Variable Insurance Portfolios, Inc.MASTER INDEX LICENSE AGREEMENT (February 22nd, 2021)

This MASTER INDEX LICENSE AGREEMENT (“Agreement”) is entered into as of the Effective Date (as set forth below), by and between S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC), a Delaware limited liability company (“S&P”) whose principal office is located at 55 Water Street, New York, New York 10041; and

ETF Series SolutionsAMENDMENT TO THE DISTRIBUTION AGREEMENT (February 22nd, 2021)

THIS AMENDMENT to the Distribution Agreement dated July 20, 2020 (the “Agreement”) between ETF Series Solutions (the “Trust”), a Delaware statutory trust and Quasar Distributors, LLC (the “Distributor” and, together with the Trust, the “Parties”), a Delaware limited liability company has an Effective Date of February 19, 2021.

Janus Detroit Street TrustAMENDMENT TO JANUS DETROIT STREET TRUST DISTRIBUTION AND SHAREHOLDER SERVICING PLAN (February 17th, 2021)

THIS AMENDMENT is made this 14th day of October, 2020, by and among JANUS DETROIT STREET TRUST, a Delaware statutory trust (the “Trust”), Janus Distributors LLC, (“JDL”), and ALPS Distributors, Inc., (“ALPS”), regarding the funds listed in Appendix A (each, a “Fund” and together, the “Funds”).

Janus Detroit Street TrustAMENDMENT TO JANUS DETROIT STREET TRUST INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT (February 17th, 2021)

THIS AMENDMENT is made this 14th day of October, 2020, between JANUS DETROIT STREET TRUST, a Delaware statutory trust (the “Trust”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”), regarding the funds listed in Appendix A

Janus Detroit Street TrustAMENDMENT 5 (February 17th, 2021)

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of October 19, 2020 (the “Effective Date”):

MML Series Investment Fund IIINVESTMENT SUB-SUB-ADVISORY AGREEMENT (February 12th, 2021)

This Agreement is made and entered into this 18th day of November 2020, by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (the “Sub-Adviser”) and Invesco Capital Management LLC, a limited liability corporation organized in the State of Delaware and registered investment adviser (the “Sub-Sub-Adviser” each a “Party”).

MML Series Investment Fund IIINVESTMENT MANAGEMENT AGREEMENT for MML iShares® 80/20 Allocation Fund (February 12th, 2021)

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ , 2021], is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series MML iShares 80/20 Allocation Fund (the “Fund”).

MML Series Investment Fund IIINVESTMENT SUB-SUB-ADVISORY AGREEMENT (February 12th, 2021)

This Agreement is made and entered into this 18th day of November 2020, by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (the “Sub-Adviser”) and Invesco Capital Management LLC, a limited liability corporation organized in the State of Delaware and registered investment adviser (the “Sub-Sub-Adviser” each a “Party”).

MML Series Investment Fund IIAMENDMENT DATED DECEMBER 16, 2020 TO AMENDED AND RESTATED ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT for MML Series Investment Fund II (February 12th, 2021)

The Trust, on behalf of each Fund, and the Manager wish to amend the Agreement by replacing Article II: Expenses: in its entirety with the following:

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Momentum Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 18th day of November, 2020.

MML Series Investment Fund IIINVESTMENT SUB-SUB-ADVISORY AGREEMENT (February 12th, 2021)

This Agreement is made and entered into this 23rd day of November 2020, by and among Invesco Advisers, Inc., a Delaware corporation and registered investment adviser (the “Sub-Adviser”) and Invesco Capital Management LLC, a limited liability corporation organized in the State of Delaware and registered investment adviser (the “Sub-Sub-Adviser” each a “Party”).

MML Series Investment Fund IIPARTICIPATION AGREEMENT (February 12th, 2021)

THIS AGREEMENT, dated as of 11/18/2020 among MML Series Investment Fund II a: ¤ business trust, ¡ statutory trust, ¡ corporation, organized under the laws the Commonwealth of Massachusetts, ("Investing Party"), on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an "Investing Fund", as defined below), iShares Trust and iShares U.S. ETF Trust, business trusts organized under the laws of the State of Delaware, and iShares, Inc., and iShares U.S. ETF Company, Inc., corporations organized under the laws of the State of Maryland, each on behalf of its respective iShares series, severally and not jointly (each an "iShares Fund" and collectively the "iShares Funds").1

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Brandywine Global Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 31st day of July, 2020.

MML Series Investment Fund IISchedule VII.A (February 12th, 2021)

This Schedule VII.A is effective as of September 15, 2020 and shall supersede any previous version of Schedule VII.A executed by the parties hereto in relation to the Agreement and shall form part of Annex VII to the Agreement as a new Schedule VII.A.

MML Series Investment Fund IIFORM OF EXPENSE LIMITATION AGREEMENT (February 12th, 2021)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), effective as of the 1st day of May, 2021.

MML Series Investment Fund IIFORM OF INVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between BlackRock Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML iShares 60/40 Allocation Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the [ ] day of [ ], 2021.

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Equity Rotation Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 23rd day of November, 2020.

MML Series Investment Fund IISEVENTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT BETWEEN MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II ON BEHALF OF THEIR RESPECTIVE INDIVIDUAL ... (February 12th, 2021)

This Seventeenth Amendment (this "Amendment") dated 29 June, 2020 is between each of MASSMUTUAL SELECT FUNDS, MASSMUTUAL PREMIER FUNDS, MML SERIES INVESTMENT FUND, and MML SERIES INVESTMENT FUND II on behalf of their respective individual series listed on Schedule A to the Agreement (as defined below), which may be amended from time to time, (each a “Fund” or “Lender” hereunder) and STATE STREET BANK AND TRUST COMPANY, a trust company organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) acting either directly or through its subsidiaries or affiliates.

MML Series Investment Fund IIFORM OF FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT (February 12th, 2021)

This First Amendment, effective as of [ , 2021], is by and among MML Series Investment Fund II (“Investing Party”) on behalf of itself or its separate series listed on Schedule A, severally and not jointly (each, an “Investing Fund”), iShares Trust, iShares U.S. ETF Trust, iShares, Inc., and iShares U.S. ETF Company, Inc., each on behalf of its respective iShares series, severally and not jointly (each an “iShares Fund” and collectively the “iShares Funds”). This Amendment amends the Participation Agreement (the “Agreement”) dated November 18, 2020. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed such terms in the Agreement.

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between Invesco Advisers, Inc. (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Special Situations Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 18th day of November, 2020.

MML Series Investment Fund IIINVESTMENT MANAGEMENT AGREEMENT for MML iShares® 60/40 Allocation Fund (February 12th, 2021)

This INVESTMENT MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ , 2021], is between MML Investment Advisers, LLC, a Delaware limited liability company (the “Manager”), and MML Series Investment Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series MML iShares 60/40 Allocation Fund (the “Fund”).

MFS Variable Insurance Trust IiAMENDMENT TO INVESTMENT ADVISORY AGREEMENT (February 12th, 2021)

AMENDMENT effective as of August 1, 2020 to the Investment Advisory Agreement dated January 1, 2012 (the “Agreement”) by and between MFS Variable Insurance Trust II (the “Trust”) on behalf of the MFS U.S. Government Money Market Portfolio (the “Fund”), a series of the Trust, and Massachusetts Financial Services Company, a Delaware corporation (the “Adviser”).

MML Series Investment Fund IIFORM OF INVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between BlackRock Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML iShares 80/20 Allocation Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the [ ] day of [ ], 2021.

MML Series Investment Fund IIINVESTMENT SUBADVISORY AGREEMENT (February 12th, 2021)

This Investment Subadvisory Agreement (this “Subadvisory Agreement”), is by and between BlackRock Investment Management, LLC (the “Subadviser”) and MML Investment Advisers, LLC, a Delaware limited liability company (“MML Advisers”), for the MML Blend Fund (the “Fund”), a series of MML Series Investment Fund II (the “Trust”), a Massachusetts business trust which is an open-end management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Act”), effective as of the 18th day of November, 2020.

Talcott Resolution Life & Annuity Insurance Co Separate Account SevenShareholder Information Agreement Franklin Templeton Variable Insurance Products Trust (February 10th, 2021)

This Shareholder Information Agreement ("Agreement") is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. ("Distributors") on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under "Definitions," below.

Talcott Resolution Life & Annuity Insurance Co Separate Account SevenRule 22c-2 Agreement (February 10th, 2021)

AGREEMENT (this "Agreement") is entered into as of April 16, 2007, by and between Hartford Investor Services Company, LLC ("HISCO") on behalf of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (together, collectively, the "HLS Funds"), Hartford Administrative Services Company ("HASCO") on behalf of The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (together, collectively, the "Retail Funds"), and Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company ("Intermediary"). HISCO and HASCO are referred to herein, collectively, as "Fund Agent". The HLS Funds and the Retail Funds are referred to herein, collectively, as the "Funds"). Unless otherwise indicated, capitalized terms used in this Agreement shall have the meanings ascribed to them herein.

Talcott Resolution Life & Annuity Insurance Co Separate Account SevenFund Participation Agreement Among Lord Abbett Series Fund, Inc., Lord Abbett Distributor LLC And Hartford Life Insurance Company Hartford Life and Annuity Insurance Company (February 10th, 2021)

THIS AGREEMENT, effective as of this 2nd day of May, 2005 by and among Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company (collectively, "Hartford"), a Connecticut corporation, on its behalf and on behalf of each separate account set forth on attached Schedule A as it may be amended from time to time upon written agreement of the parties (the "Separate Accounts"); Lord Abbett Series Fund, Inc. (the "Fund"); and Lord Abbett Distributor LLC (the "Distributor").

Nassau Life Variable Universal Life AccountCHECKING AND FINANCIAL RECORDKEEPING SERVICES AGREEMENT (February 10th, 2021)

THIS AGREEMENT (the “Agreement”) is entered into effective as of March 24, 2006, by and between Phoenix Life Insurance Company, a New York life insurance company (“Phoenix”), and PFPC Inc., a Massachusetts corporation (“PFPC”). Phoenix and PFPC are from time to time referred to collectively as the “Parties,” or individually, as a “Party.”

Nassau Life Variable Universal Life AccountAMENDMENT NO. 1 TO CHECKING AND FINANCIAL RECORDKEEPING SERVICES AGREEMENT (February 10th, 2021)

This Amendment No. 1 To Checking and Financial Recordkeeping Services Agreement, dated as of August 1, 2009 (“Amendment No. 1”), is being entered into by and between PNC Global Investment Servicing (U.S.) Inc. (“PNC”) and Phoenix Life Insurance Company (“Phoenix”).