Common use of Rule 38a-1 Separate Account Compliance Program Clause in Contracts

Rule 38a-1 Separate Account Compliance Program. During the applicable term of the Transitional Services Agreement, the Administrator will perform services with respect to Registered Separate Accounts in accordance with the Ceding Company’s Rule 38a-1 Compliance Program. Following the applicable term of the Transitional Services Agreement, the Administrator will perform services with respect to 1007063915v4 Registered Separate Accounts in accordance with its Rule 38a-1 Compliance Program. The Administrator agrees to give the Ceding Company reasonable and advance notice of any material changes to the Rule 38a-1 Separate Account Compliance Program. The Administrator expressly acknowledges that it is a service provider with respect to Rule 38a-1 under the Investment Company Act of 1940, as amended. As such, the Administrator agrees to the following: (i) To allow the Ceding Company, or its representative, to perform an on-site or a remote inspection not more than annually in accordance with Section 6.2(b); (ii) To allow the Ceding Company to perform an inspection of the Administrator’s records related to the services performed by the Administrator under this Addendum to Schedule I in accordance with Section 6.2(b); (iii) To provide the Ceding Company an annual certification to the policies and procedures described by the Rule 38a-1 Compliance Program applied to the Registered Separate accounts as described in Schedule B to this Addendum to Schedule I; (iv) To inform the Ceding Company as promptly as practicable if the Administrator becomes aware that there is a violation of federal securities laws with respect to the Ceding Company’s insurance products or Registered Separate Accounts serviced under this Addendum to Schedule I; (v) To take reasonable direction from the Ceding Company with respect to the remediation of such violations, and to work in good faith with the Ceding Company to mutually agree on a solution to remediate any such violation.

Rule 38a-1 Separate Account Compliance Program. During the applicable term of the Transitional Services Agreement, the Administrator will perform services with respect to Registered Separate Accounts in accordance with the Ceding Company’s Rule 38a-1 Compliance Program. Following the applicable term of the Transitional Services Agreement, the Administrator will perform services with respect to 1007063915v4 1006845735v24 Registered Separate Accounts in accordance with its Rule 38a-1 Compliance Program. The Administrator agrees to give the Ceding Company reasonable and advance notice of any material changes to the Rule 38a-1 Separate Account Compliance Program. The Administrator expressly acknowledges that it is a service provider with respect to Rule 38a-1 under the Investment Company Act of 1940, as amended. As such, the Administrator agrees to the following: (i) To allow the Ceding Company, or its representative, to perform an on-site or a remote inspection not more than annually in accordance with Section 6.2(b); (ii) To allow the Ceding Company to perform an inspection of the Administrator’s records related to the services performed by the Administrator under this Addendum to Schedule I in accordance with Section 6.2(b); (iii) To provide the Ceding Company an annual certification to the policies and procedures described by the Rule 38a-1 Compliance Program applied to the Registered Separate accounts as described in Schedule B to this Addendum to Schedule I; (iv) To inform the Ceding Company as promptly as practicable if the Administrator becomes aware that there is a violation of federal securities laws with respect to the Ceding Company’s insurance products or Registered Separate Accounts serviced under this Addendum to Schedule I; (v) To take reasonable direction from the Ceding Company with respect to the remediation of such violations, and to work in good faith with the Ceding Company to mutually agree on a solution to remediate any such violation.