Common use of Filing Services Clause in Contracts

Filing Services. Without limiting the provisions of the Agreement, the Administrator shall perform the following in conjunction with the registered separate accounts listed on Schedule A to this Addendum to Schedule I (each, a “Registered Separate Account” and, collectively, the “Registered Separate Accounts”): (a) The Administrator shall prepare the following filings on the applicable U.S. Securities and Exchange Commission (“SEC”) forms for the Ceding Company and the Registered Separate Accounts, collectively referred to as “SEC Filings”: (i) Form N-CEN; (ii) Form 24F-2; (iii) Form N-30B-2; (iv) Any post-effective amendment to a registration statement pursuant to Rule 485 of the Securities Act of 1933, or supplement thereto. (b) The Administrator will consult with the Ceding Company as necessary to determine if any static information related to any SEC Filing will be carried over from the prior year’s filing. The Administrator will provide any dynamic information for the current filing period as required by the applicable SEC Filing each year. (c) With respect to filings identified in Items 1(a)(i)-(iii) above, the Administrator will be responsible for completing and filing final drafts of each SEC Filing. Subject to clause (e) below, the Administrator shall provide substantially final drafts of each SEC Filing, along with a compliance certification with respect to such SEC Filing drafts in a form reasonably acceptable to the Ceding Company, reasonably in advance of such filing and obtain the Ceding Company’s approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. (d) With respect to filings identified in Item 1(a)(iv) above, the Administrator will prepare signature-ready drafts of the SEC Filings, including registration statements, and obtain the Ceding Company’s approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. (e) The Ceding Company acknowledges and agrees that it must provide the Administrator with any information legally required for the SEC Filings in a timely manner when such information is requested by the Administrator to complete a filing, including without limitation audited financial statements for the Ceding Company and the 46527293.1 Schedule I - 5 1007063915v4 Separate Accounts or information derived therefrom, and the Ceding Company shall provide such information to the Administrator in a timely manner to allow for preparation of the SEC Filings by the Administrator in accordance with the terms hereof. The parties agree to establish policies and procedures for each SEC Filing, including establishing a specified timeline for (i) the information requested by the Administrator in advance of each individual filing or in connection with each request, and (ii) the Ceding Company’s review of and response to the substantially final drafts of the SEC Filings, whether such filings occur on an annual or intermittent basis. (f) The Ceding Company and Administrator acknowledge that: (i) The SEC Filings described in Item 1(a)(i)-(iii) above shall be signed by the Administrator on the Ceding Company’s behalf, as the administrator of the Registered Separate Accounts, pursuant to the power of attorney set forth in Section 2.4 of the Agreement; and (ii) As part of the Ceding Company Services, the Ceding Company is responsible for signing the SEC Filings described in Item 1(a)(iv) above, in accordance with the applicable signature requirements set forth under the Securities Act of 1933, as amended, and the Investment company Act of 1940, as amended. (g) Each party agrees to inform the other immediately if it becomes aware of any material omission or misrepresentation in any SEC Filing. (h) The Administrator agrees to maintain the XXXXX Access codes (Class Name, Class ID, Password, CCC, PMAC, Passphrase) and any other XXXXX filing code required now or in the future, including updating the XXXXX Password annually which is required to make SEC Filings each year.

Filing Services. Without limiting the provisions of the Agreement, the Administrator shall perform the following in conjunction with the registered separate accounts listed on Schedule A to this Addendum to Schedule I (each, a “Registered Separate Account” and, collectively, the “Registered Separate Accounts”): (a) The Administrator shall prepare the following filings on the applicable U.S. Securities and Exchange Commission (“SEC”) forms for the Ceding Company and the Registered Separate Accounts, collectively referred to as “SEC Filings”: (i) Form N-CEN; (ii) Form 24F-2; (iii) Form N-30B-2; (iv) Any post-effective amendment to a registration statement pursuant to Rule 485 of the Securities Act of 1933, or supplement thereto. (b) The Administrator will consult with the Ceding Company as necessary to determine if any static information related to any SEC Filing will be carried over from the prior year’s filing. The Administrator will provide any dynamic information for the current filing period as required by the applicable SEC Filing each year. (c) With respect to filings identified in Items 1(a)(i)-(iii) above, the Administrator will be responsible for completing and filing final drafts of each SEC Filing. Subject to clause (e) below, the Administrator shall provide substantially final drafts of each SEC Filing, along with a compliance certification with respect to such SEC Filing drafts in a form reasonably acceptable to the Ceding Company, reasonably in advance of such filing and obtain the Ceding Company’s approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. (d) With respect to filings identified in Item 1(a)(iv) above, the Administrator will prepare signature-ready drafts of the SEC Filings, including registration statements, and obtain the Ceding Company’s approval thereof, such approval not to be unreasonably withheld, conditioned or delayed. (e) The Ceding Company acknowledges and agrees that it must provide the Administrator with any information legally required for the SEC Filings in a timely manner when such information is requested by the Administrator to complete a filing, including without limitation audited financial statements for the Ceding Company and the 46527293.1 Schedule I - 5 1007063915v4 1006845735v24 Separate Accounts or information derived therefrom, and the Ceding Company shall provide such information to the Administrator in a timely manner to allow for preparation of the SEC Filings by the Administrator in accordance with the terms hereof. The parties agree to establish policies and procedures for each SEC Filing, including establishing a specified timeline for (i) the information requested by the Administrator in advance of each individual filing or in connection with each request, and (ii) the Ceding Company’s review of and response to the substantially final drafts of the SEC Filings, whether such filings occur on an annual or intermittent basis. (f) The Ceding Company and Administrator acknowledge that: (i) The SEC Filings described in Item 1(a)(i)-(iii) above shall be signed by the Administrator on the Ceding Company’s behalf, as the administrator of the Registered Separate Accounts, pursuant to the power of attorney set forth in Section 2.4 of the Agreement; and (ii) As part of the Ceding Company Services, the Ceding Company is responsible for signing the SEC Filings described in Item 1(a)(iv) above, in accordance with the applicable signature requirements set forth under the Securities Act of 1933, as amended, and the Investment company Act of 1940, as amended. (g) Each party agrees to inform the other immediately if it becomes aware of any material omission or misrepresentation in any SEC Filing. (h) The Administrator agrees to maintain the XXXXX Access codes (Class Name, Class ID, Password, CCC, PMAC, Passphrase) and any other XXXXX filing code required now or in the future, including updating the XXXXX Password annually which is required to make SEC Filings each year.