Common use of PROSPECTUS AND PROXY STATEMENTS; VOTING Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust’s new prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designeetogether. The Trust or its designeethe Distributor will, at its expenseupon request, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, with a copy of the Trust's ’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2 The Trust’s prospectus will state that a Statement of Additional Information (“SAI”) for the Trust is available, and will disclose how investors may obtain the SAI. 4.3 The Trust, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy materialsmaterial, if any, with respect to the Designated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in the a manner required by consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and MFS when applicable, 16(b). Further, the Trust will notify act in accordance with the Company SEC’s interpretation of any changes the requirements of interpretations Section 16(a) with respect to periodic elections of directors or amendments to trustees and with whatever rules the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares in each separate Account for which no instructions have been received in the same proportion as the Shares of such Portfolio in such Account for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A B hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in borne the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust shall, at its expense or its designee shall at the expense of SFVPMC, as appropriate, provide the Company, free of charge, with as many copies of the Trust’s current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policy Contract owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to and prospective purchasers of Policiespurchasers. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "final “camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust’s expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the Trust’s prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust (or its designee SFVPMC, if appropriate) in proportion to the number of pages of the Policy Contract and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust or its designee to SFVPMC will bear the cost of printing the Shares' prospectus Trust’s portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to will bear the expenses of printing the Accounts’ portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesdocument. 3.2. 3.2 The Trust’s prospectus for the Shares shall state that the statement Statement of additional information Additional Information (“SAI”) for the Shares Trust is available from the Trust or its designeeTrust. The Trust or its designeeTrust, at its expenseexpense or at the expense of SFVPMC, as appropriate, shall print and provide such statement of additional information the SAI to the Company (or a master of such statement the SAI suitable for duplication by the Company) for distribution to any Contract owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement the SAI. The Company shall provide the SAI to any Contract owner or to an owner of a Policy not funded by the Sharesprospective purchaser who requests it. 3.3. 3.3 The Trust (or SFVPMC, as appropriate), at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.4 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares Trust shares in accordance with instructions received from Policy Contract owners; and and (c) vote the Shares Trust shares for which no instructions have been received in the same proportion as the Shares Trust shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersreceived. The Company reserves the right to vote Trust shares held in any segregated asset account the Accounts in its own right, to the extent permitted by law. Participating Insurance Companies . 3.5 The process of soliciting Contract owners’ voting instructions, tabulating votes, and other shareholder voting procedures shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required accordance with procedures adopted by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust's expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company's and/or affiliated producer's websites. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required borne by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersPolicyowners. 3.4. Notwithstanding the provisions of Sections Sections: 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus or statutory prospectus and statement of additional information (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, Company with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS MFD is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to To the extent required by law, the Company shall: : (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust shall, at its expense or its designee shall at the expense of SFIM, as appropriate, provide the Company, free of charge, with as many copies of the Trust's current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policy Contract owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to and prospective purchasers of Policiespurchasers. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the Trust's prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust (or its designee SFIM, if appropriate) in proportion to the number of pages of the Policy Contract and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust or its designee to SFIM will bear the cost of printing the Shares' prospectus Trust's portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to will bear the expenses of printing the Accounts' portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the document. 3.2 The Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information ("SAI") for the Shares Trust is available from the Trust or its designeeTrust. The Trust or its designeeTrust, at its expenseexpense or at the expense of SFIM, as appropriate, shall print and provide such statement of additional information the SAI to the Company (or a master of such statement the SAI suitable for duplication by the Company) for distribution to any Contract owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement the SAI. The Company shall provide the SAI to any Contract owner or to an owner of a Policy not funded by the Sharesprospective purchaser who requests it. 3.3. 3.3 The Trust (or SFIM, as appropriate), at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.4 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares Trust shares in accordance with instructions received from Policy Contract owners; and and (c) vote the Shares Trust shares for which no instructions have been received in the same proportion as the Shares Trust shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersreceived. The Company reserves the right to vote Trust shares held in any segregated asset account the Accounts in its own right, to the extent permitted by law. Participating Insurance Companies . 3.5 The process of soliciting Contract owners' voting instructions, tabulating votes, and other shareholder voting procedures shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required accordance with procedures adopted by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or other medium agreed to by the parties and other assistance as is reasonably necessary in order for the parties hereto order, once each year (or more frequently if the prospectus for the Shares is supplemented or amended) ), to have the prospectus for the Policies and Shares printed. If the prospectus for the Shares is printed together in one document; with other prospectuses, such as the prospectuses for other investment products under the Policies (the "Combined Prospectus"), the Trust or its designee shall pay the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectusesprospectus in the Combined Prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document Combined Prospectus for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the AccountsShares; provided, however, that the Company shall bear all printing expenses of such combined documents any Trust prospectus where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette or diskette other format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus Prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order. 3.7. In the event the Trust initiates (i) a reorganization as defined by Section 2 of the 1940 Act, or (ii) changes the Trust's name or the name of a Portfolio, the Trust will bear, or arrange for others to bear, the Company's internal and out-of-pocket costs associated with the aforementioned actions (each an "Event") to the extent that such costs arise out of required shareholder communications. The Trust or its designee shall also reimburse the Company for such other non-shareholder communication costs the Company incurs which are related to the Event as the Parties to this Agreement may agree in writing in advance of the occurrence of each such Event, provided however, if the Trust or its designee fails to provide thirty (30) days' advance notice of such Event to the Company in order to negotiate such additional agreed upon amounts ahead of the occurrence of the Event, then the Trust or its designee shall negotiate such additional agreed upon amounts with the Company within the thirty (30) days immediately following the occurrence of the Event and shall complete the reimbursement to the Company of the agreed upon additional amounts within sixty (60) days after the Event occurs. Company agrees to use its best efforts to minimize any costs incurred and shall provide the Trust or its designee with acceptable documentation of any such costs incurred within six (6) months of incurring such costs.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or other medium agreed to by the parties and other assistance as is reasonably necessary in order for the parties hereto order, once each year (or more frequently if the prospectus for the Shares is supplemented or amended) ), to have the prospectus for the Policies and Shares printed. If the prospectus for the Shares is printed together in one document; with other prospectuses, such as the prospectuses for other investment products under the Policies (the "Combined Prospectus"), the Trust or its designee shall pay the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectusesprospectus in the Combined Prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document Combined Prospectus for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the AccountsShares; provided, however, that the Company shall bear all printing expenses of such combined documents any Trust prospectus where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette or diskette other format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall s hall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or "prospectus" shall mean the summary prospectus for the relevant Trust and the term "statement of additional information" shall mean the statutory prospectus together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (( including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing c hanging the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall s hall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's proxy materialsmaterial s, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall s hall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust’s prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ,” diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM’s approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust’s expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company’s and/or affiliated producer’s websites. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required borne by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) solicit Solicit voting instructions from Policy owners; (b) Contract holders itself and vote shares of the Shares Portfolio in accordance with instructions received from Policy owners; and (c) Contract holders. The Company shall vote the Shares shares of a Portfolio for which no instructions have been received in the same proportion as shares of the Shares of such Portfolio for which instructions have been received from Policy owners; so long received. (b) Upon reasonable notice to MFD, provide, in a format acceptable to MFD, the name, address and share ownership for Contract owners with value allocated to a Portfolio as and of the record date to the extent that Trust or its agent in order to permit the SEC continues Trust to interpret send solicitation material and gather voting instructions from Contract owners on behalf of the 1940 Act to require pass through voting privileges for variable contract ownersCompany. The Company will shall also provide such other information to the Trust or its agents as is reasonably necessary in no way recommend action in connection with or oppose or interfere with the solicitation of proxies order for the Shares held Trust to send solicitation material or properly tabulate votes for such Policy ownersTrust initiated proxies. The Company shall not, without prior notice to MFD (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act. The Company shall not, without prior notice to MFD (unless otherwise required by applicable law), induce Contract owners to change or modify the Trust or change the Trust’s investment adviser. The Company shall not, without prior notice to the Trust, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Trust’s Board. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, 4.1 The Fund or the Trust or its designee shall Distributor will provide the Company, free of charge, Company with as many copies of the current Fund prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Fund, the Fund shall be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall Fund will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust Fund or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have any new prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectusesContracts, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses)applicable, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2Fund’s new prospectus printed together. The prospectus for Fund or the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designeeDistributor will, at its expenseupon request, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free with a copy of charge copiesthe Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2 The Fund’s prospectus will state that a Statement of Additional Information (“SAI”) for the Fund is available, and will disclose how investors may obtain the SAI. 4.3 The Fund, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy ownersbe borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners as may be required by the terms of the Contracts. If requested by the Company, the Fund, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy Contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in the a manner required by consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the Funds described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). The Trust Further, the Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersPolicyowners. 3.4. Notwithstanding the provisions of Sections Sections: 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust MFS or its designee shall provide the Company, at the Company's MFS' expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that if at any time MFS or an affiliate reasonably deems the Company shall bear all printing expenses usage of such combined documents where used for distribution items to prospective purchasers or to owners be excessive, each may require that Aetna pay the cost of existing Policies not funded printing and mailing any additional copies of such materials that are requested by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesAetna. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust MFS or its designee. The Trust MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust MFS or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's Funds' proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. MFS shall make good faith efforts to provide notice of a proxy as far in advance of the Funds' Record Date as is reasonably practicable. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, Company with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS MFD is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to To the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.. <Page>

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust's expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company's and/or affiliated producer's websites. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in borne the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus or statutory prospectus and statement of additional information (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. The cost of distributing such documents shall be borne the Trust or its designee. 3.4. Notwithstanding The Trust or PIM will provide the provisions Company with as much notice as is reasonably practicable of Sections 3.1, 3.2any proxy solicitation for any Portfolio, and 3.3 aboveof any material change in the Trust's registration statement, particularly any change resulting in change to the registration statement or prospectus or statement of Article V belowadditional information for any Account. The Trust and PIM will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. In addition, the Company Trust or its designee shall pay bear the reasonable expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing all of the Shares' prospectus or prospectuses Company's costs associated with a proxy for distribution to prospective purchasers or to owners of existing Policies not funded by such Sharesthe Trust, including proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage). 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy owners; ; (b) vote the Shares in accordance with instructions received from Policy owners; and and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one documentdocument with the prospectus for the Policies and/or the prospectuses for other investment options available under the Policies; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners.. 214110 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee The Underwriter shall provide the Company, free of charge, Company with as many copies of the Funds’ current prospectus (prospectuses describing only the Portfolios Classes of the Funds listed in on Schedule A hereto) for the Shares B as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Sharesrequest. The Trust or its designee Underwriter shall provide bear the Company, at the Company's expense, with as many expense of printing copies of the current prospectus and profiles for the Shares as Fund that will be distributed to existing Contract owners, and the Company may reasonably request for distribution to prospective purchasers shall bear the expense of Policiesprinting copies of the Contract’s prospectuses that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Trust or its designee Underwriter shall provide such documentation (including a "camera ready" final copy of the new prospectus as set in type or, on diskette at the request of the Company, as a diskette in the form sent to the financial printerUnderwriter’s expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the prospectus for the Shares Fund is supplemented or amended) to have the prospectus for the Policies Contracts and the Funds’ prospectuses printed together in one document (such printing of the Funds’ prospectuses for existing Contract owners to be at the Underwriter’s expense. In the event that Company determines to have the prospectus and/or periodic shareholder reports for the Shares Contracts and the Fund’s prospectus and/or periodic reports to shareholders printed together in one document; , the expenses of such printing to be apportioned between (a) Fund, its designee or the Underwriter shall reimburse the Company and (b) for the Trust or its designee in proportion to the number of pages pro-rata share of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, printing costs (excluding any non-printing costs such as covers, columns, graphs composition and charts; document layout costs) for those pages that contain the Trust Fund’s prospectus or its designee periodic reports to bear shareholders that the cost of printing the Shares' prospectus portion of such document Company may reasonably print for distribution to existing and prospective Contract owners of existing Policies whose Contracts are funded by Shares of the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Fund. Company shall bear all use best efforts to minimize such printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusescosts. 3.2. The prospectus for the Shares Funds’ prospectuses shall state that the statement current Statements of additional information Additional Information (“SAI”) for each Fund is available, and the Shares is available from the Trust or its designee. The Trust or its designeeUnderwriter, at its expense, shall print and provide a reasonable number of copies of such statement SAI free of additional information charge to the Company (or a master of such statement suitable for duplication by the Company) itself and for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser Contract who requests such statement or to an owner of a Policy not funded by the SharesSAI. 3.3. The Trust or Underwriter, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's each Fund’s proxy materials, reports to Shareholders shareholders, and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution distributing to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (ai) solicit voting instructions from Policy Contract owners; (bii) vote the Shares in accordance with instructions received from Policy Contract owners; and (ciii) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio Fund for which instructions have been received from Policy owners; received. so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract ownersowners or to the extent otherwise required by law. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the vote Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own rightthe same proportion as Shares of such Fund for which voting instructions have been received from Contract owners, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee KFSC shall provide the Company, free of charge, Company with as many copies of the Trust's current prospectus (describing only prospectus, excluding the Portfolios listed in Schedule A hereto) for the Shares SAI, as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, in connection with as many copies delivery of the current prospectus for prospectus, excluding the Shares as the Company may reasonably request for distribution SAI, to prospective shareholders and purchasers of PoliciesVariable Insurance Products. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" final copy of the new prospectus prospectus, excluding the SAI, as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for Trust's prospectus, excluding the Shares SAI, printed together in one document; the expenses of document (such printing to be apportioned between (a) at the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the TrustCompany's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expensesexpense), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The Trust's prospectus for the Shares shall state that the statement of additional information SAI for the Shares Trust is available from KFSC and the Trust or its designee. The Trust or its designeeTrust, at its expense, shall print and provide such statement of additional information to the Company (or a master final copy of such statement suitable SAI to KFSC for duplication by and provision to any prospective owner who requests the Company) for distribution SAI and to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company Variable Insurance Product (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares"Owners"). 3.3. The Trust or Trust, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersOwners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will Owners, the Trust shall: (i) solicit voting instructions from Owners; (ii) vote the Trust shares in accordance with instructions received from Owners; and (iii) vote Trust shares for which no way recommend action instructions have been received in connection with or oppose or interfere with the solicitation same proportion as Trust shares of proxies such Series for the Shares held for such Policy owners. which instructions have been received; The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares Separate Accounts participating in the Trust calculates voting privileges in a manner consistent with the manner required by standards to be provided in writing to the Mixed and Shared Funding Exemptive OrderParticipating Insurance Companies. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and MFS will notify sale of all assets of the Company Trust upon the sole authorization of any changes of interpretations or amendments its Trustees, to the Mixed extent permitted by the laws of the Commonwealth of Massachusetts and Shared Funding Exemptive Orderthe 1940 Act.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors DRAFT - AS OF 9/8/00 PIONEER STANDARD PARTICIPATION AGREEMENT affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; DRAFT - AS OF 9/8/00 PIONEER STANDARD PARTICIPATION AGREEMENT so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust’s prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ,” diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM’s approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. The cost of distributing such documents shall be borne the Trust or its designee. 3.4. Notwithstanding The Trust or PIM will provide the provisions Company with as much notice as is reasonably practicable of Sections 3.1, 3.2any proxy solicitation for any Portfolio, and 3.3 aboveof any material change in the Trust’s registration statement, particularly any change resulting in change to the registration statement or prospectus or statement of Article V belowadditional information for any Account. The Trust and PIM will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. In addition, the Company Trust or its designee shall pay bear the reasonable expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing all of the Shares' prospectus or prospectuses Company’s costs associated with a proxy for distribution to prospective purchasers or to owners of existing Policies not funded by such Sharesthe Trust, including proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage). 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee KFSC shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for each Series set forth on Schedule A, excluding the Shares SAI, as the Company may reasonably request for distribution in connection with delivery of the prospectus, excluding the SAI, to prospective shareholders and purchasers of Policiesthe Contracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" final copy of the new prospectus prospectus, excluding the SAI, as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the a prospectus for the Shares a Series is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for Series' prospectuses, excluding the Shares SAI, printed together in one document; . With respect to any Series prospectus that is printed in combination with any one or more Contract prospectus (the expenses "Prospectus Booklet"), the costs of such printing Prospectus Booklets for distribution to existing Contract owners shall be apportioned between prorated to the Trust based on (a) the Company and (b) the Trust or its designee in proportion to ratio of the number of pages of the Policy Series prospectus included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and Shares' prospectuses(b) the ratio of the number of Contract owners with Contract value allocated to the Series to the total number of Contract owners, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; PROVIDED THAT the Trust or shall not be required to pay the Company more than $22,500 during calendar year 1999 as its designee to bear portion of the cost of printing the Shares' prospectus portion of such document for distribution Prospectus Booklets, as allocated pursuant to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesthis Section. 3.2. The Each Series prospectus for the Shares shall state that the statement of additional information SAI for the Shares Series is available from KFSC and the Trust or its designee. The Trust or its designeeTrust, at its expense, shall print and provide such statement of additional information to the Company (or a master final copy of such statement suitable SAI to KFSC for duplication by and provision to any prospective owner who requests the Company) for distribution SAI and to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company Contract (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares"Owners"). 3.3. The Trust or Trust, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersOwners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will Owners, the Trust shall: (i) solicit voting instructions from Owners; (ii) vote the Trust shares in accordance with instructions received from Owners; and (iii) vote Trust shares for which no way recommend action instructions have been received in connection with or oppose or interfere with the solicitation same proportion as Trust shares of proxies such Series for the Shares held for such Policy owners. which instructions have been received; The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Each Participating Insurance Companies Company shall be responsible for assuring that each of their separate accounts holding Shares its Separate Accounts participating in the Trust calculates voting privileges in a manner consistent with the manner required by standards to be provided in writing to the Mixed and Shared Funding Exemptive OrderParticipating Insurance Company. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and MFS will notify sale of all assets of the Company Trust upon the sole authorization of any changes of interpretations or amendments its Trustees, to the Mixed extent permitted by the laws of the Commonwealth of Massachusetts and Shared Funding Exemptive Orderthe 1940 Act.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee KFSC shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for each Series set forth on Schedule A, excluding the Shares SAI, as the Company may reasonably request for distribution in connection with delivery of the prospectus, excluding the SAI, to prospective shareholders and purchasers of Policiesthe Contracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" final copy of the new prospectus prospectus, excluding the SAI, as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the a prospectus for the Shares a Series is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for Series' prospectuses, excluding the Shares SAI, printed together in one document; . With respect to any Series prospectus that is printed in combination with any one or more Contract prospectus (the expenses "Prospectus Booklet"), the costs of such printing Prospectus Booklets for distribution to existing Contract owners shall be apportioned between prorated to the Trust based on (a) the Company and (b) the Trust or its designee in proportion to ratio of the number of pages of the Policy Series prospectus included in the Prospectus Booklet to the number of pages in the Prospectus Booklet as a whole; and Shares' prospectuses(b) the ratio of the number of Contract owners with Contract value allocated to the Series to the total number of Contract owners, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; PROVIDED THAT the Trust or shall not be required to pay the Company more than $37,500 during calendar year 1999 as its designee to bear portion of the cost of printing the Shares' prospectus portion of such document for distribution Prospectus Booklets, as allocated pursuant to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesthis Section. 3.2. The Each Series prospectus for the Shares shall state that the statement of additional information SAI for the Shares Series is available from KFSC and the Trust or its designee. The Trust or its designeeTrust, at its expense, shall print and provide such statement of additional information to the Company (or a master final copy of such statement suitable SAI to KFSC for duplication by and provision to any prospective owner who requests the Company) for distribution SAI and to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company Contract (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares"Owners"). 3.3. The Trust or Trust, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersOwners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will Owners, the Trust shall: (i) solicit voting instructions from Owners; (ii) vote the Trust shares in accordance with instructions received from Owners; and (iii) vote Trust shares for which no way recommend action instructions have been received in connection with or oppose or interfere with the solicitation same proportion as Trust shares of proxies such Series for the Shares held for such Policy owners. which instructions have been received; The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Each Participating Insurance Companies Company shall be responsible for assuring that each of their separate accounts holding Shares its Separate Accounts participating in the Trust calculates voting privileges in a manner consistent with the manner required by standards to be provided in writing to the Mixed and Shared Funding Exemptive OrderParticipating Insurance Company. 3.5. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and MFS will notify sale of all assets of the Company Trust upon the sole authorization of any changes of interpretations or amendments its Trustees, to the Mixed extent permitted by the laws of the Commonwealth of Massachusetts and Shared Funding Exemptive Orderthe 1940 Act.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy an electronic PDF version of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust's expense; no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company's and/or affiliated producer's websites. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required borne by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera -camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that that. the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust's expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company's and/or affiliated producer's websites. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract Contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation cost of proxies for the Shares held for distributing such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies documents shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in borne the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderits designee.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. The Trust shall provide the Company with advance notification of its intent to file proxy solicitation materials with the SEC. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear -------- all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense ---- of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. If requested by the Company in lieu thereof, a Trust or its designee shall provide such documentation (including a “camera ready” copy of the document as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) to have the document for the Trust and for other funds offered by the Company to be printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the relevant Trust(s) or its designee in proportion to the number of pages of the total document and the Shares’ document, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; such Trust or its designee to bear the cost of printing the Shares’ portion of such document for distribution to owners of existing Policies funded by the Shares. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall, at the expense of the Trust: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. The Trust will make every reasonable effort to use computer formatting requsted by the Company, including but not limited to, html. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; ; (b) vote the Shares in accordance with instructions received from Policy owners; and and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera -camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that that. the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2, subject to PIM's approval which shall not be unreasonably withheld. The prospectus for Notwithstanding the Shares shall state that the statement of additional information for the Shares is available from foregoing, the Trust or its designee. The Trust or its designee, at its expense, shall print and also provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the CompanyTrust's expense, shall print and provide such statement to no less frequently than annually, copies of the Company (or a master of such statement suitable Portfolios prospectuses in PDF format for duplication by use on the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares's and/or affiliated producer's websites. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or "prospectus" shall mean the summary prospectus for the relevant Trust and the term "statement of additional information" shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust Fund or its designee the Adviser shall provide the Company, free of charge, with as many copies of the current prospectus (describing only prospectuses for the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such SharesPortfolios. The Trust Fund or its designee the Adviser shall provide the Company, at the Company's expense, with as many copies of the current prospectus prospectuses for the Shares Portfolios as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee Fund shall provide such documentation (including a "camera ready" copy of the new prospectus prospectuses dated on or after May 1, 1999 as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus prospectuses for the Shares is Portfolios are supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus prospectuses for the Shares Portfolios printed together in one document; . With respect to any prospectuses for the expenses Portfolios that are printed in combination with any one or more Contract prospectus (the "Prospectus Booklet"), the costs of such printing Prospectus Booklets for distribution to existing Contract owners shall be apportioned between prorated to the Fund based on (a) the Company and (b) the Trust or its designee in proportion to ratio of the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting prospectuses included for the expense of printing, such as covers, columns, graphs and charts; Portfolios in the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating Prospectus Booklets to the Accountsnumber of pages in the Prospectus Booklet as a whole; and (b) the ratio of the number of Contract owners with Contract value allocated to the Fund to the total number of Contract owners; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesPortfolios. 3.2. The Fund's prospectus for the Shares shall state that the statement of additional information for the Shares Fund is available from the Trust Fund (or its designeetransfer agent). The Trust Fund or its designeedesignee shall print and provide such Statement to the Company and to any owner of a Contract or prospective owner who requests such Statement at the Fund's expense. 3.3. The Fund or the Adviser, at its expense, shall print and provide such statement of additional information to the Company with copies of the Fund's communications to shareholders and with copies of the Fund's proxy material and semi-annual and annual reports to shareholders (or a master may, at the Fund or the Adviser's option, reimburse the Company for the pro rata cost of printing such statement suitable materials) in such quantities as the Company shall reasonably require, for duplication by the Company) for distribution distributing to any owner of a Policy funded by the Shares. The Trust or its designee, Contract owners at the Company's expense. Upon request, the Adviser shall print be permitted to review and provide such statement to approve the Company (or a master typeset form of such statement suitable for duplication by the Company) for distribution proxy material, communications and shareholder reports prior to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersprinting. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, law (or the Mixed and Shared Funding Exemptive Order) the Company shall: : (ai) solicit voting instructions from Policy Contract owners; ; (bii) vote the Shares Fund shares in accordance with instructions received from Policy ownersContract owners or participants; and and (ciii) vote the Shares Fund shares for which no instructions have been received in the same proportion as the Shares Fund shares of such Portfolio for which instructions have been received from Policy the Company's Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account Account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. 3.5. The Trust and MFS Fund will notify comply with all applicable provisions of the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Shares prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. The Company may print the prospectus for the Shares in combination with other fun prospectuses in accordance with the expense allocation provisions set forth in the immediately preceding sentence (provided that the applicable fund will bear expenses with respect to its prospectus). In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust MFS or its designee shall provide the Company, at the Company's MFS' expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust MFS or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust MFS or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust MFS or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust MFS or its designee provides the Trusta Fund's prospectus in a "camera ready" or diskette format, the Trust MFS shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust MFS or its designee. The Trust MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust MFS or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's Funds' proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Fund(s) as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies are funded by such Sharesat the time of Contract fulfillment and confirmation. The Trust or its designee shall will also provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as the Company may reasonably request necessary for distribution to prospective purchasers existing Contract owners. The Trust will provide the copies of Policiessaid prospectus to the Company or to its mailing agent for distribution. To the extent that the Designated Fund(s) are one or more of several Funds of the Trust, the Trust is obligated to provide the Company only with disclosure related to the Designated Fund(s). If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type oror camera-ready or electronic format, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust's new prospectus for printed together. The Trust or the Shares printed together in one document; the expenses of such printing to be apportioned between (a) Distributor will, upon request, provide the Company and (b) the Trust or its designee in proportion to the number with a copy of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, through electronic means to facilitate the Company's efforts to provide Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesvia electronic delivery. 3.2. 4.2 The Trust's prospectus for the Shares shall will state that the statement Statement of additional information Additional Information (the "SAI") for the Shares Trust is available from and will disclose how investors can obtain the Trust or its designee. SAI. 4.3 The Trust or its designeeTrust, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/ Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Trust for distribution to Policy ownersthe reasonable cost of such distribution. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of the Designated Funds held in the Separate Account in accordance with instructions received from Policy Contract owners; and (c) vote shares of the Shares Designated Funds held in the Separate Account for which no timely instructions have been received in the same proportion as the Shares shares of such Portfolio Designated Fund for which instructions have been received from Policy the Company's Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts participating in the Trust calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust and MFS will notify comply with all provisions of the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. , At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares shares of the Series as the Company may reasonably reasonable request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Sharesshares. The Trust or its designee shall provide the Company, at the Company's expense, with as many more copies of the current prospectus for the Shares shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each a year (or more frequently if the prospectus for the Shares shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares Trust shares and any other fund shares offered as investments for the Contracts printed together in one document; the . The expenses of such printing to will be apportioned between (a) the Company and (b) the Trust or its designee Trust, in proportion to the number of pages of the Policy Contract, other fund shares prospectuses and Shares' prospectusesthe Trust shares prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Sharesshares' prospectus portion of such document for distribution only to owners of existing Policies Contracts funded by the Shares Trust shares and the Company to bear the expenses expense of printing the portion of such document documents relating to the AccountsSeparate Account; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesshares. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. The Trust will make every reasonable effort to use computer formatting requsted by the Company, including but not limited to, html. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear -------- all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense ---- of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only and any supplements thereto for the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution distribution, at the Trust’s expense, to Contract owners at the time of Contract fulfillment and confirmation and to any existing Policy owners whose Policies are funded by Contract owner who requests such Sharesprospectus or whenever state or federal law requires that such prospectus be provided. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of said prospectus to the current Company or to its mailing agent. The Company will distribute the prospectus to Contract owners and will ▇▇▇▇ the Trust for the Shares as the Company may reasonably request for distribution to prospective purchasers reasonable cost of Policiessuch distribution. If requested by the Company Company, in lieu thereof, the Trust or its designee shall will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the CompanyTrust’s expense, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust’s new prospectus for printed together, in which case the Shares printed together in one document; Trust agrees to pay its proportionate share of reasonable expenses directly related to the expenses required disclosure of such printing to be apportioned between (a) information concerning the Trust. The Trust will, upon request, provide the Company and (b) with a copy of the Trust’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery, in which case the Trust or agrees to pay its designee in proportion proportionate share of reasonable expenses related to the number required disclosure of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides information concerning the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. 4.2 The Trust’s prospectus for the Shares shall will state that the statement Statement of additional information Additional Information (the “SAI”) for the Shares Trust is available from the Trust or its designeeCompany. The Trust will provide the Company, at the Trust’s expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Trust’s expense, to prospective Contract owners and applicants and to any existing Contract owner who requests such SAI or whenever state or federal law requires that such SAI be provided. The Trust will provide the copies of said SAI to the Company or to its designeemailing agent. The Company will distribute the SAI as requested or required and will ▇▇▇▇ the Trust for the reasonable cost of such distribution. 4.3 The Trust, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and to the extent applicable to the Shares, of the Trust's proxy materialsany, reports to Shareholders shareholders/Contract owners and other permissible communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Trust for distribution to Policy ownersthe reasonable cost of such distribution. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of the Portfolios held in the Account in accordance with instructions received from Policy Contract owners; and (c) vote shares of the Shares Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as the Shares shares of such Portfolio for which instructions have been received from Policy the Company’s Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares the Account calculates voting privileges in a manner consistent with all legal requirements, including the manner required by the Mixed and Shared Funding Exemptive Order. Proxy Voting Procedures set forth in Schedule A. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and MFS in particular, the Trust either will notify provide for annual meetings (except insofar as the Company Commission may interpret Section 16 of any changes the 1940 Act not to require such meetings) or, as the Trust currently intends, to comply with Section 16(c) of interpretations or amendments the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of the ▇▇▇▇ ▇▇▇) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Trust will act in accordance with the Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Mixed and Shared Funding Exemptive OrderCommission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust shall, at its expense or its designee shall at the expense of SFVPMC, as appropriate, provide the Company, free of charge, with as many copies of the Trust's current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policy Contract owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to and prospective purchasers of Policiespurchasers. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the Trust's prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust (or its designee SFVPMC, if appropriate) in proportion to the number of pages of the Policy Contract and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust or its designee to SFVPMC will bear the cost of printing the Shares' prospectus Trust's portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to will bear the expenses of printing the Accounts' portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the document. 3.2 The Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information ("SAI") for the Shares Trust is available from the Trust or its designeeTrust. The Trust or its designeeTrust, at its expenseexpense or at the expense of SFVPMC, as appropriate, shall print and provide such statement of additional information the SAI to the Company (or a master of such statement the SAI suitable for duplication by the Company) for distribution to any Contract owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement the SAI. The Company shall provide the SAI to any Contract owner or to an owner of a Policy not funded by the Sharesprospective purchaser who requests it. 3.3. 3.3 The Trust (or SFVPMC, as appropriate), at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.4 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares Trust shares in accordance with instructions received from Policy Contract owners; and and (c) vote the Shares Trust shares for which no instructions have been received in the same proportion as the Shares Trust shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersreceived. The Company reserves the right to vote Trust shares held in any segregated asset account the Accounts in its own right, to the extent permitted by law. Participating Insurance Companies . 3.5 The process of soliciting Contract owners' voting instructions, tabulating votes, and other shareholder voting procedures shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required accordance with procedures adopted by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one documentdocument with the prospectus for the Policies and/or the prospectuses for other investment options available under the Policies; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ! s prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; ; (b) vote the Shares in accordance with instructions received from Policy owners; and and (c) vote the Shares in each separate Account for which no instructions have been received in the same proportion as the Shares of such Portfolio in such Account for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies a camera-ready or electronic copy of the current Trust prospectus (describing only and any supplements thereto for the Portfolios listed in Schedule A heretoDesignated Fund(s) for the Shares as the Company may reasonably request to make use of for distribution to existing Policy Contract owners whose Policies are funded by such Sharesand purchasers of Contracts. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall Distributor will provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust’s new prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusestogether. 3.2. 4.2 The Trust’s prospectus for the Shares shall will state that the statement Statement of additional information Additional Information (the “SAI”) for the Shares Trust is available from and will disclose how investors can obtain the Trust or its designeeSAI. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee Distributor shall provide the Company free with a camera-ready copy of charge copiesthe current SAI and any supplements thereto for the Designated Fund(s). 4.3 The Trust will provide the Company or its mailing agent with copies of its proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders Designated Funds in such quantity as the Company shall will reasonably require for distribution require. The Trust will provide the Company with a camera-ready copy of any annual or semi-annual report to Policy shareholders of the Designated Funds. The Company will distribute proxy material and Fund reports to existing Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of the Designated Funds held in the Separate Account in accordance with instructions received from Policy Contract owners; and (c) vote shares of the Shares Designated Funds held in the Separate Account for which no timely instructions have been received in the same proportion as the Shares shares of such Portfolio Designated Fund for which instructions have been received from Policy the Company’s Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts participating in the Trust calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and MFS will notify the Company sale of any changes or all assets of interpretations or amendments the Trust upon the sole authorization of its Trustees, to the Mixed extent permitted by the laws of the Commonwealth of Massachusetts and Shared Funding Exemptive Orderthe 1940 Act.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, <Page> shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares in each separate Account for which no instructions have been received in the same proportion as the Shares of such Portfolio in such Account for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear -------- all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. The Company may print the prospectus for the Shares in combination with other fund prospectuses in accordance with the expense allocation provisions set forth in the immediately preceding sentence (provided that the applicable fund will bear expenses with respect to its prospectus). In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense ---- of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Fund(s) as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Fund(s) are funded by such Sharesone or more of several Funds of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Fund(s). The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Adviser will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust's new prospectus for printed together. The Trust or the Shares printed together in one document; the expenses of such printing to be apportioned between (a) Adviser will, upon request, provide the Company and (b) the Trust or its designee in proportion to the number with a copy of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed through electronic means to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at facilitate the Company's expense, shall print and efforts to provide such statement to the Company Trust prospectuses via electronic delivery. 4.2 The Trust's prospectus will state that a Statement of Additional Information (or a master of such statement suitable for duplication by the Company"SAI") for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the SharesTrust is available, and will disclose how investors may obtain the SAI. 3.3. 4.3 The Trust or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and any with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/ Contract owners in such quantity as the Company shall will reasonably require for distribution require. The Company will distribute this proxy material, reports and other communications to Policy existing Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shall: will: (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares shares of the Designated Funds held in the Separate Account in accordance with instructions received from Policy Contract owners; and and (c) vote shares of the Shares Designated Funds held in the Separate Account for which no timely instructions have been received in the same proportion as the Shares shares of such Portfolio Designated Fund for which instructions have been received from Policy the Company's Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts participating in the Trust calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust and MFS will notify comply with all provisions of the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order1940 Act requiring voting by shareholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's Company‘s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as an electronic document or on a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust’s prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ,” diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM’s approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at the Trust’s expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for use on the Company’s and/or affiliated producer’s websites. 3.2. 3.2 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. 3.3 The Trust or its designee shall provide the Company free of charge copiescharge, if and to the extent applicable to the Shares, copies of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. The cost of distributing such documents to existing Contract owners shall be borne the Trust or its designee. 3.4. Notwithstanding 3.4 The Trust or PIM will provide the provisions Company with as much notice as is reasonably practicable of Sections 3.1, 3.2any proxy solicitation for any Portfolio, and 3.3 aboveof any material change in the Trust’s registration statement, particularly any change resulting in change to the registration statement or prospectus or statement of Article V below, additional information for any Account. The Trust and PIM will cooperate with the Company shall pay so as to enable the expense of printing or providing documents Company to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers solicit proxies from Contract owners or to owners make changes to its prospectus, statement of existing Policies not funded by additional information or registration statement, in an orderly manner. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such Sharesprospectuses. 3.5. 3.5 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 3.6 If and to the extent required by law, the Company shall, with respect to proxy material distributed by the Trust to Contract owners designated by the Company to whom voting privileges are required to be extended: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) Trust prospectus, statement of additional information and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy owners whose Policies Contract owners. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust is obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust's new prospectus for printed together. The Trust or the Shares printed together in one document; the expenses of such printing to be apportioned between (a) Distributor will, upon request, provide the Company and (b) the Trust or its designee in proportion to the number with a copy of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed through electronic means to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at facilitate the Company's expense, efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall print and provide such statement to the Company be allocated in accordance with Article VI of this Agreement. 4.2 The Trust's prospectus will state that a Statement of Additional Information (or a master of such statement suitable for duplication by the Company"SAI") for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the SharesTrust is available, and will disclose how investors may obtain the SAI. 3.3. 4.3 The Trust Trust, the Distributor or its designee shall the Adviser will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding 4.4 If a meeting of shareholders of the provisions of Sections 3.1, 3.2, and 3.3 above, Trust (or of Article V belowany Designated Funds) is called by the Trustees, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustrationwill, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company's Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, . with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing -------- expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. The Company may print the prospectus for the Shares in combination with other fund prospectuses in accordance with the expense allocation provisions set forth in the immediately preceding sentence (provided that the applicable fund will bear expenses with respect to its prospectus). In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., e.g. typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution .distribution expense. Distribution expenses would would- include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In addition, the Trust or its designee will bear the cost of distributing the prospectuses for the Shares to owners of existing Policies funded by the Shares. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall:; (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee The Underwriter shall provide the Company, free of charge, Company with as many printed copies of the Fund’s current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares and Statement of Additional Information as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policiesrequest. If requested by the Company in lieu thereof, the Trust or its designee Fund shall provide camera-ready film containing the Fund’s prospectus and Statement of Additional Information, and such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Shares Fund is supplemented or amendedamended during the year) to have the prospectus for the Policies Contracts and the Fund’s prospectus for the Shares printed together in one document; , and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund’s prospectus and/or its Statement of Additional Information in combination with other fund companies’ prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of such printing to and distributing Fund prospectuses and Statements of Additional Information shall be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printingthe Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing shall be borne by the Shares' prospectus portion Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund’s prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A if the number of such document for distribution prospectuses distributed to owners of existing Policies funded by the Shares Contracts, and B is the Company to bear the expenses Fund’s per unit cost of typesetting and printing the portion of such document relating Fund’s prospectus. The same procedures shall be followed with respect to the Accounts; provided, however, that Fund’s Statement of Additional Information. The Company agrees to provide the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust Fund or its designee provides with such information as may be reasonably requested by the Trust's prospectus in a "camera ready" Fund to assure that the Fund’s expenses do not include the cost of printing any prospectuses or diskette format, Statements of Additional Information other than those actually distributed to existing owners of the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesContracts. 3.2. The Fund’s prospectus for the Shares shall state that the statement Statement of additional information Additional Information for the Shares Fund is available from the Trust Underwriter or its designeethe Company (or in the Fund’s discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Trust or its designeeFund, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsstatements, reports to Shareholders shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution distributing to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, law the Company shall: (ai) solicit voting instructions from Policy Contract owners; (bii) vote the Shares Fund shares in accordance with instructions received from Policy Contract owners; and (ciii) vote the Shares Fund shares for which no instructions have been received in a particular separate account in the same proportion as the Shares Fund shares of such Portfolio portfolio for which instructions have been received from Policy owners; in that separate account, so long as and to the extent that the SEC Securities and Exchange Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible reasonable for assuring that each of their separate accounts holding Shares participating in the Fund calculates voting privileges in a manner consistent with the manner required standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the Mixed and Shared Funding Exemptive Orderother Participating Insurance Companies. 3.5. The Trust Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and MFS in particular the Fund will notify either provide for annual meetings or comply with Section 16(c) of the Company 1940 Act (although the Fund is not one of any changes the trusts described in Section 16(c) of interpretations or amendments that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Mixed and Shared Funding Exemptive OrderCommission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides to provide the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. 3.2 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. 3.3 The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. 3.4 Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.5 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 3.6 If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to the requirements of applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations Interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee LFII shall provide the Company, free of charge, Company with as many copies of the Trust's current prospectus (describing only prospectus, excluding the Portfolios listed in Schedule A hereto) for the Shares SAI, as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, in connection with as many copies delivery of the current prospectus for prospectus, excluding the Shares as the Company may reasonably request for distribution SAI, to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" final copy of the new prospectus prospectus, excluding the SAI, as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto Company once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for Trust's prospectus, excluding the Shares SAI, printed together in one document; the expenses of document (such printing to be apportioned between (a) at the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the TrustCompany's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expensesexpense), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The Trust's prospectus for the Shares shall state that the statement of additional information SAI for the Shares Trust is available from LFII and the Trust or its designee. The Trust or its designeeTrust, at its expense, shall print and provide such statement of additional information to the Company (or a master final copy of such statement suitable SAI to LFII for duplication by and provision to any prospective owner who requests the Company) for distribution SAI and to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company Variable Insurance Product (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares"Owners"). 3.3. The Trust or Trust, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersOwners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will Owners, the Trust shall: (i) solicit voting instructions from Owners; (ii) vote the Trust shares in accordance with instructions received from Owners; and (iii) vote Trust shares for which no way recommend action instructions have been received in connection with or oppose or interfere with the solicitation same proportion as Trust shares of proxies such Series for the Shares held for such Policy ownerswhich instructions have been received. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares Separate Accounts participating in the Trust calculates voting privileges in a manner consistent with the manner required by standards to be provided in writing to the Mixed and Shared Funding Exemptive OrderParticipating Insurance Companies 3.5. The Trust shall comply with all provisions of the 1940 Act requiring voting by shareholders. The Trust reserves the right to take all actions, including but not limited to, the dissolution, merger, and MFS will notify sale of all assets of the Company Trust upon the sole authorization of any changes of interpretations or amendments its Trustees, to the Mixed extent permitted by the laws of The Commonwealth of Massachusetts and Shared Funding Exemptive Orderthe 1940 Act.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its it designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or of its designee. The Trust or its designee, at its expense, shall print (or otherwise reproduce) and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust trust or its designee, at the Company's expense, shall print (or otherwise reproduce) and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersPolicyowners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order (upon receipt of such Order). The Trust and MFS Citibank will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order. 3.7. Except to the extent otherwise prohibited or required by applicable federal or state law, the Company agrees that it shall not, without the prior written consent of the Trust, solicit, induce or encourage policy owners to (a) change or supplement the Trust's current investment advisor or (b) change, or modify the fundamental policies and investment strategies of the Trust, or delete the Trust as an investment option by way of a vote of policyholders.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) if any and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust's new prospectus for printed together. The Trust or the Shares printed together in one document; the expenses of such printing to be apportioned between (a) Distributor will, upon request, provide the Company and (b) the Trust or its designee in proportion to the number with a copy of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed through electronic means to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at facilitate the Company's expense, efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall print and provide such statement to the Company be allocated in accordance with Article VI of this Agreement. 4.2 The Trust's prospectus will state that a Statement of Additional Information (or a master of such statement suitable for duplication by the Company"SAI") for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the SharesTrust is available, and will disclose how investors may obtain the SAI. 3.3. 4.3 The Trust Trust, the Distributor or its designee shall the Adviser will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article V of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company's Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust or shall, at its designee shall expense, provide the Company, free of charge, with as many copies of the Trust's current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policy Contract owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to and prospective purchasers of Policiespurchasers. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the Trust's prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust or its designee to will bear the cost of printing the Shares' prospectus Trust's portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to will bear the expenses of printing the Accounts' portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the document. 3.2 The Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information ("SAI") for the Shares Trust is available from the Trust or its designeeTrust. The Trust or its designee, at its expense, shall print and provide such statement of additional information the SAI to the Company (or a master of such statement the SAI suitable for duplication by the Company) for distribution to any Contract owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement the SAI. The Company shall provide the SAI to any Contract owner or to an owner of a Policy not funded by the Sharesprospective purchaser who requests it. 3.3. 3.3 The Trust or Trust, at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.4 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares Trust shares in accordance with instructions received from Policy Contract owners; and and (c) vote the Shares Trust shares for which no instructions have been received in the same proportion as the Shares Trust shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersreceived. The Company reserves the right to vote Trust shares held in any segregated asset account the Accounts in its own right, to the extent permitted by law. Participating Insurance Companies . 3.5 The process of soliciting Contract owners' voting instructions, tabulating votes, and other shareholder voting procedures shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required accordance with procedures adopted by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the The Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares Trust and any supplements thereto as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Sharesowners. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares Trust and any supplements thereto as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in containing the form sent to the financial printerprospectus) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares Trust printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or purchasers. Alternatively, the Company may print the Trust's prospectus in combination with other fund prospectuses in accordance with the expense allocation provisions set forth in the immediately preceding sentence (provided that the applicable fund will bear expenses with respect to owners of existing Policies not funded by the Sharesits prospectus). In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares Trust shall state that the statement of additional information for the Shares Trust is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the SharesPolicy. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Sharesstatement. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing such documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' Trust's prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Sharespurchasers. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) 36175 for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust’s new prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designeetogether. The Trust or its designeethe Distributor will, at its expenseupon request, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, with a copy of the Trust's ’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2 The Trust’s prospectus will state that a Statement of Additional Information (“SAI”) for the Trust is available, and will disclose how investors may obtain the SAI. 4.3 The Trust, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy materialsmaterial, if any, with respect to the Designated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the CompanyPFD's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents document where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. Notwithstanding the foregoing, the Trust shall also provide the Company, at PFD's expense, no less frequently than annually, copies of the Portfolios prospectuses in PDF format for the use on the Company's and/or affiliated producer's websites. However, if any time PFD deems the usage by the Company of such materials to be excessive, it may, prior to the delivery of any quantity of materials in excess of what is deemed reasonable, request that the Company demonstrate the reasonableness of such usage. If PFD believes the reasonableness of such usage has not been adequately demonstrated, it may request that the Company pay the cost of printing and delivery of any excess copies of such materials. Unless the Company agrees to make such payments, PFD may refuse to supply additional materials and this section shall not be interpreted as requiring delivery by PFD of any copies in excess of the number of copies required by law. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of or such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust Fund or its designee WRL, as appropriate, shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust Fund or its designee WRL, as appropriate, shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably reasonable request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust Fund or its designee WRL, as appropriate, shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the request expense of the CompanyFund or WRL, as a diskette in the form sent to the financial printercase may be) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company Company, and (b) the Trust Fund or its designee WRL, as the case may be, in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust Fund or its designee WRL, as the case may be, to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares Shares, and the Company to bear the expenses of printing the portion of such document relating to the AccountsAccount(s); provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information for the Shares is available from the Trust Fund (or its designeeWRL). The Trust Fund or its designeeWRL, at its expense, as appropriate, shall print and provide such statement of additional information Statement to the Company (or a master of such statement Statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designeeWRL, at the Company's expense, shall print and provide such statement Statement to the Company (or a master of such statement Statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement Statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee Fund shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the TrustFund's proxy materialsmaterial, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution distributing to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the the, printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (ai) solicit voting instructions from Policy owners; ; (bii) vote the Shares in accordance with instructions received from Policy owners; and and (ciii) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersreceived; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares the Shares held in any segregated asset account the Account(s) in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The process of soliciting Policy owners' voting instructions, tabulating votes, etc. shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderaccordance with Schedule B attached hereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for fro distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus prosecutes for the Policies and the prospectus for the Shares shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to t the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. In lieu thereof, the Trust or its designee shall provide such documentation to the Company, at the company’s option, in camera ready format or pdf files and other assistance as is reasonably necessary in order for the company to print such shareholder communications for distribution to Policy Owners, at the expense of the Trust. The Trust shall use its best efforts to notify the Company within a reasonable time of any proxy proposals for shareholders. All expenses associated with proxy solicitations shall be borne by the Trust as appropriate, including, but not limited to, printing, distribution and cost of tabulating the proxies. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from by Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annuallyannually (or in the case of a prospectus supplement, the when that supplement is issued), each Trust or its designee shall timely provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplement thereto, for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. To the extent that the Portfolios are one or more of several Portfolios of the Trust, the Trust shall bear the cost of providing the Company only with disclosure related to the Portfolios. The Trust will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing Policy owners and will ▇▇▇▇ the Trust for the reasonable cost of such distribution. Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” (“SAI”) shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information SAI for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. The Trust will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will ▇▇▇▇ the Trust for the reasonable cost of such distribution to any owner of a Policy funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other permissible communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. The Company will distribute this proxy material, reports, and other permissible communications to existing Policy holders and will ▇▇▇▇ the Trust for the reasonable costs of such distribution to any owner of a Policy funded by the Shares. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust Fund or its designee WRL, as appropriate, shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust Fund or its designee WRL, as appropriate, shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably reasonable request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust Fund or its designee WRL, as appropriate, shall provide such documentation (including a final "camera ready" copy of the new prospectus as set set; in type or, at the request expense of the CompanyFund or WRL, as a diskette in the form sent to the financial printercase may be) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company Company, and (b) the Trust Fund or its designee WRL, as the case may be, in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust Fund or its designee WRL, as the case may be, to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares Shares, and the Company to bear the expenses of printing the portion of such document relating to the AccountsAccount(s); provided, however, that the Company shall bear all --------- printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information for the Shares is available from the Trust Fund (or its designeeWRL). The Trust Fund or its designeeWRL, at its expense, as appropriate, shall print and provide such statement of additional information Statement to the Company (or a master of such statement Statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designeeWRL, at the Company's expense, shall print and provide such statement Statement to the Company (or a master of such statement Statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement Statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee Fund shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the TrustFund's proxy materialsmaterial, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution distributing to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (ai) solicit voting instructions from Policy owners; (bii) vote the Shares in accordance with instructions received from Policy owners; and (ciii) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersreceived; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through passthrough voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares the Shares held in any segregated asset account the Account(s) in its own right, to the extent permitted by law. 3.6. Participating Insurance Companies The process of soliciting Policy owners' voting instructions, tabulating votes, etc. shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Orderaccordance with Schedule B attached hereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust ACC or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust ACC or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust ACC or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust ACC or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, prospectuses taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust ACC or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; providedPROVIDED, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Sharespurchasers. In the event that the Company requests that the Trust ACC or its designee provides the TrustACC's prospectus in a "camera ready" or diskette format, the Trust ACC shall be responsible for providing the prospectus in the format in which it or MFS CAMCO is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust ACC or its designee. The Trust ACC or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the SharesPolicy. The Trust ACC or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Sharesstatement. 3.3. The Trust ACC or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the TrustACC's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company ACC shall not pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust ACC hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Subject to applicable law, the Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust ACC and MFS CAMCO will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, 3.1 The Fund and the Trust or its designee Adviser shall provide the Company, free of charge, Company with as many copies of the Fund's current prospectus and Statement of Additional Information (describing only the Portfolios listed in Schedule A heretoA) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, in connection with as many copies delivery of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers shareholders of PoliciesVariable Insurance Products. If requested by the Company in lieu thereof, the Trust Fund or its designee the Adviser shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each a year (or more frequently if the prospectus for the Shares shares is supplemented or amended) to have the prospectus for the Policies Variable Insurance Products and the prospectus for the Shares Fund shares printed together in one document; document the expenses of such printing to will be apportioned between (a) the Company and (b) the Trust or its designee Fund in proportion to the number of pages of the Policy and Shares' Shares prospectuses, taking into account of other relevant factors affecting the expense cost of printing, printing such as covers, columns, graphs graphs, and charts; the Trust or its designee Fund to bear the cost of with printing the Shares' 's prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company company to bear the expenses of printing the portion of with such document documents relating to the Accounts; provided, however, that . the Company shall will bear all printing expenses of such combined documents where costs when the prospectuses are used for distribution to prospective purchasers or to owners of existing Policies not funded by the Sharespurchasers. In the event that the Company requests that the Trust Fund or its designee provides the TrustAdviser provide the Fund's prospectus in in a "camera " camera-ready" or diskette format, the Trust Fund shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.E.G., typesetting expenses), ) and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. 3.2 The Fund's prospectus for the Shares shall state that the statement Statement of additional information Additional Information for the Shares Fund is available from Fund and the Trust Company, and at the Fund's expense, the Fund shall provide a final copy of such Statement of Additional Information to Company for duplication and provision to any Owner of a Variable Insurance Product or its designee. prospective owner who requests it. 3.3 The Trust or its designeeFund, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materials, reports to Shareholders shareholders and other communications (except for prospectus and Statements of Additional Information, which are covered in Section 3.1) to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersOwners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 3.4 If and to the extent required by law, law the Company shall:; (ai) solicit voting instructions from Policy ownersOwners; (bii) vote the Shares Fund shares in accordance with instructions received from Policy ownersOwners; and (ciii) vote the Shares Fund shares for which no instructions have been received in a particular Separate Account in the same proportion as the Shares Fund shares of such Portfolio for which instructions have been received from Policy owners; in that Separate Account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares Separate Accounts participating in the Fund calculates voting privileges in a manner consistent with the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments standards to be provided in writing to the Mixed Participating Insurance Companies. 3.5 The Fund shall comply with all provisions of the 1940 Act requiring voting by shareholders, and Shared Funding Exemptive Orderin particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Section 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide provide- the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term "prospectus" shall mean the summary prospectus for the relevant Trust and the term "statement of additional information" shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., e.g„ typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 33 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. 3.1 At least annually, the Trust or shall , at its designee shall expense, provide the Company, free of charge, with as many copies of the Trust's current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to both existing Policy Contract owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to and prospective purchasers of Policiespurchasers. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a final "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printerTrust's expense) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares Trust is supplemented or amended) to have the prospectus for the Policies Contracts and the Trust's prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy Contract and Shares' Trust prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts, etc.; the Trust or its designee to will bear the cost of printing the Shares' prospectus Trust's portion of such document for distribution to owners of existing Policies funded by the Shares document, and the Company to will bear the expenses of printing the Accounts' portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the document. 3.2 The Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement Statement of additional information Additional Information ("SAI") for the Shares Trust is available from the Trust or its designeeTrust. The Trust or its designee, at its expense, shall print and provide such statement of additional information the SAI to the Company (or a master of such statement the SAI suitable for duplication by the Company) for distribution to any Contract owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement the SAI. The Company shall provide the SAI to any Contract owner or to an owner of a Policy not funded by the Sharesprospective purchaser who requests it. 3.3. 3.3 The Trust or , at its designee expense, shall provide the Company free with copies of charge copies, if and to the extent applicable to the Shares, of the Trust's its proxy materialsmaterial, reports to Shareholders shareholders and other communications to Shareholders shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. 3.4 The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: : (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares Trust shares in accordance with instructions received from Policy Contract owners; and and (c) vote the Shares Trust shares for which no instructions have been received in the same proportion as the Shares Trust shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersreceived. The Company reserves the right to vote Trust shares held in any segregated asset account the Accounts in its own right, to the extent permitted by law. Participating Insurance Companies . 3.5 The process of soliciting Contract owners' voting instructions, tabulating votes, and other shareholder voting procedures shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges conducted in the manner required accordance with procedures adopted by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCompany.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, 4.1 The Fund or the Trust or its designee shall Distributor will provide the Company, free of charge, Company with as many copies of the current Fund prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Portfolio[s] as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Companydistribution, at the CompanyFund's or Distributor's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio[s] are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio[s]. The Fund will provide, at the Fund's or Distributor's expense, as many copies of said prospectus as necessary for distribution, at the current Fund's or Distributor's expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing Contract owners and will ▇▇▇▇ the Fund or Distributor for the Shares as the Company may reasonably request for distribution to prospective purchasers reasonable cost of Policiessuch distribution. If requested by the Company Company, in lieu thereof, the Trust Fund or its designee shall Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the CompanyFund's or Distributor's expense, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Fund prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Fund's new prospectus for printed together, in which case the Shares printed together in one document; Fund or Distributor agrees to pay its proportionate share of reasonable expenses directly related to the expenses required disclosure of such printing to be apportioned between (a) information concerning the Fund. The Fund or Distributor will, upon request, provide the Company and (b) with a copy of the Trust Fund's prospectus through electronic means to facilitate the Company's efforts to provide Fund prospectuses via electronic delivery, in which case the Fund or Distributor agrees to pay its designee in proportion proportionate share of reasonable expenses related to the number required disclosure of pages of information concerning the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the TrustFund. 4.2 The Fund's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall will state that the statement Statement of additional information Additional Information (the "SAI") for the Shares Fund is available from the Trust or its designee. Distributor. 4.3 The Trust or its designeeFund, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and to the extent applicable to the Shares, of the Trust's proxy materialsany, reports to Shareholders members/Contract owners and other permissible communications to Shareholders members/ Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will ▇▇▇▇ the Fund for distribution to Policy ownersthe reasonable cost of such distribution. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shall: will: (a) solicit voting instructions from Policy Contract owners; ; (b) vote the Shares membership interests of the Designated Portfolios held in the Separate Account in accordance with instructions received from Policy Contract owners; and and (c) vote membership interests of the Shares Designated Portfolios held in the Separate Account for which no timely instructions have been received received, in the same proportion as the Shares membership interests of such Designated Portfolio for which instructions have been received from Policy the Company's Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares Fund membership interests held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares the Separate Accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the manner required Proxy Voting Procedures set forth in Schedule C. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Mixed Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the ▇▇▇▇ ▇▇▇) as well as with Sections 16(a) and, if and Shared Funding Exemptive Orderwhen applicable, 16(b) of the 1940 Act. The Trust Further, the Fund will act in accordance with the Commission's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCommission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or "prospectus" shall mean the summary prospectus for the relevant Trust and the term "statement of additional information" shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g.Y:., typesetting expenses)}, and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; andand 170757 5 (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually(a) The Fund will provide, at the Fund’s expense, the Trust Company or its designee shall provide the Company, free of charge, mailing agent with as many copies of the current Fund prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Portfolio(s) as the Company may reasonably request for distribution distribution, at the Fund’s expense, to Contract owners at the time of Contract fulfillment and confirmation. The Fund will also provide, at the Fund’s expense, the Company or its mailing agent with as many copies of said prospectus as necessary for distribution, at the Fund’s expense, to existing Policy owners whose Policies are funded by such SharesContract owners. The Trust Company will distribute the prospectus to existing Contract owners and will b▇▇▇ the Fund for the reasonable cost of such distribution. To the extent that the Designated Portfolio(s) are one or its designee more of several Portfolios of the Fund, the Fund shall provide bear the Companycost of providing the Company only with disclosure related to the Designated Portfolio(s). (b) The Fund will provide, at the Company's ’s expense, the Company or its mailing agent with as many copies of the current Fund prospectus and any supplements thereto for the Shares Designated Portfolio(s) as the Company may reasonably request for distribution distribution, at the Company’s expense, to prospective purchasers of Policies. Contract owners. (c) If requested by the Company Company, in lieu thereofof providing printed copies of the documentation described in (a) and (b) above, the Trust or its designee shall Fund will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the CompanyFund’s expense, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Fund prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Fund’s new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. (d) The Fund will, upon request, provide the Company with a copy of the Fund’s prospectus through electronic means to facilitate the Company’s efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 4.2 The Fund’s prospectus will state that the Statement of Additional Information (the “SAI”) for the Shares printed together in one document; Fund is available from the expenses Company. The Fund will provide the Company, at the Fund’s expense, with as many copies of such printing to be apportioned between (a) the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to prospective Contract owners and (bapplicants. To the extent that the Designated Portfolio(s) the Trust are one or its designee in proportion to the number more of pages several Portfolios of the Policy and Shares' prospectusesFund, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to Fund shall bear the cost of printing providing the Shares' prospectus portion Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund’s expense, as many copies of said SAI as necessary for distribution, at the Fund’s expense, to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will b▇▇▇ the Fund for the reasonable cost of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesdistribution. 3.2. 4.3 The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designeeFund, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and to the extent applicable to the Shares, of the Trust's proxy materialsany, reports to Shareholders shareholders/Contract owners and other permissible communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will b▇▇▇ the Fund for distribution to Policy ownersthe reasonable cost of such distribution. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of the Designated Portfolios held in the Account in accordance with instructions received from Policy Contract owners; and (c) vote shares of the Shares Designated Portfolios held in the Account for which no timely instructions have been received received, in the same proportion as the Shares shares of such Designated Portfolio for which instructions have been received from Policy the Company’s Contract owners; , so long as and to the extent that the SEC Commission continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Accounts participating in the Fund calculate voting privileges in the a manner required by consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order, as described in Section 7.1, and with the Proxy Voting Procedures set forth in Schedule C. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1▇▇▇ ▇▇▇) as well as with Section 16(a) and, if and when applicable, Section 16(b). The Trust Further, the Fund will act in accordance with the Commission’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderCommission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear -------- all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. The Company may print the prospectus for the Shares in combination with other fund prospectuses in accordance with the expenses allocation provisions set forth in the preceding sentence. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and ---- the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust’s new prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designeetogether. The Trust or its designeethe Distributor will, at its expenseupon request, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, with a copy of the Trust's ’s prospectus through electronic means to facilitate the Company’s efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall be allocated in accordance with Article VI of this Agreement. 4.2 The Trust’s prospectus will state that a Statement of Additional Information (“SAI”) for the Trust is available, and will disclose how investors may obtain the SAI. 4.3 The Trust, the Distributor or the Adviser will provide the Company or its mailing agent with copies of its proxy materialsmaterial, if any, with respect to the Designated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article V of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company’s Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of PoliciesContracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one documentdocument with other prospectuses; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses and the other prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' Trust's prospectus portion of such document for distribution to owners of existing Policies Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accountsother prospectuses; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or diskette other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy Contract funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy Contract owners. 3.4. Notwithstanding The Trust or PIM will provide the provisions Company with as much notice as is reasonably practicable of Sections 3.1, 3.2any proxy solicitation for any Portfolio, and 3.3 aboveof any material change in the Trusts registration statement, particularly any change resulting in change to the registration statement or prospectus or statement of Article V belowadditional information for any Account. The Company, the Company shall pay Trust and PIM will cooperate so as to enable the expense of printing Trust or providing documents PIM to solicit proxies from Contract owners or to make changes to the extent such cost is considered Trust's prospectus, statement of additional information or registration statement, in an orderly manner. The Company will provide to a distribution expense. Distribution expenses would include proxy solicitation and tabulation firm selected by way the Trust or PIM a magnetic tape or other mutually agreed upon electronic storage media the names, addresses and unit holdings of illustration, but are not limited to, the printing Contract owners as of the Shares' prospectus or record date set by the Trustees of the Trust. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for distribution to prospective purchasers or to owners of existing Policies not funded by such Sharesprospectuses. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit provide for the solicitation of voting instructions from Policy Contract owners; (b) vote the Shares in accordance with instructions received from Policy Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order. 3.7. The Trust will provide written instruction to all Participating Insurance Companies including the Company each time the Trust amends or supplements the Trust's current prospectus or statement of additional information directing the Participating Insurance Companies including the Company as to whether the amendment or supplement is to be provided (a) immediately to Contract owners who have Contract value allocated to a Portfolio or (b) is to be held and combined with another Trust or Contract related mailing as permitted by applicable federal securities laws. The Trust agrees that the instruction it gives the Company in each instance will be identical to the instruction it provides other Participating Insurance Companies. 3.8. In the event the Trust initiates (i) a reorganization as defined by Section 2 of the 1940 Act, or (ii) changes the Trust's name or the name of a Portfolio, the Trust or its designee will reimburse the Company's internal and out-of-pocket costs associated with the aforementioned actions. Company agrees to use its best efforts to minimize any costs incurred and shall provide the Trust or its designee agent with acceptable documentation of any such costs incurred.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company -------- shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide provide- the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners holders whose Policies are funded by such Shares. The Each Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term "prospectus" shall mean the summary prospectus for the relevant Trust and the term "statement of additional information" shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's prospectus in a "camera ready" or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., e.g„ typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy ownersholders. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 33 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy ownersholders; (b) vote the Shares in accordance with instructions received from Policy ownersholders; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy ownersholders; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy ownersholders. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the each Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The , Each Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. In the event that the Company utilizes a summary prospectus for any Trust, the term or “prospectus” shall mean the summary prospectus for the relevant Trust and the term “statement of additional information” shall mean the statutory prospectus, together with corresponding statement of additional information, for the relevant Trust. If requested by the Company in lieu thereof, the a Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette or electronic file in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the (he prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust relevant Trust(s) or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the such Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the a Trust or its designee provides the such Trust's ’s prospectus in a "“camera ready" ” or diskette electronic file format, the such Trust shall be responsible for providing the prospectus in the format formal in which it or MFS the Underwriter is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. In addition, the Trust or its designee will bear the cost of distributing the prospectuses for the Shares to owners of existing Policies funded by the Shares. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the relevant Trust or its designee. The Each Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Each Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Each Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the such Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Each Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by the 1940 Act or other applicable law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Each Trust and MFS MFD will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company's option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) solicit Solicit voting instructions from Policy owners; (b) Contract holders itself and vote shares of the Shares Portfolio in accordance with instructions received from Policy owners; and (c) Contract holders. The Company shall vote the Shares shares of a Portfolio for which no instructions have been received in the same proportion as shares of the Shares of such Portfolio for which instructions have been received from Policy owners; so long received. (b) Upon reasonable notice to MFS, provide, in a format acceptable to MFS, the name, address and share ownership for Contract owners with value allocated to a Portfolio as and of the record date to the extent that Trust or its agent in order to permit the SEC continues Trust to interpret send solicitation material and gather voting instructions from Contract owners on behalf of the 1940 Act to require pass through voting privileges for variable contract ownersCompany. The Company will shall also provide such other information to the Trust or its agents as is reasonably necessary in no way recommend action in connection with or oppose or interfere with the solicitation of proxies order for the Shares held Trust to send solicitation material or properly tabulate votes for such Policy ownersTrust initiated proxies. In the event that the Company chooses this option, the Trust or its agent shall be responsible for properly "echo voting" shares of a Portfolio for which no voting instructions have been received. The Company shall not, without prior notice to MFS (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act. The Company shall not, without prior notice to MFS (unless otherwise required by applicable law), induce Contract owners to change or modify the Trust or change the Trust's investment adviser. The Company shall not, without prior notice to the Trust, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Trust's Board. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the 4.1 The Trust or its designee shall the Distributor will provide the Company, free of charge, Company with as many copies of the current Trust prospectus (describing only the Portfolios listed in Schedule A hereto) and any supplements thereto for the Shares Designated Funds as the Company may reasonably request for distribution to existing Policy Contract owners whose Policies at the time of Contract fulfillment and confirmation. To the extent that the Designated Funds are funded by such Sharesone or more of several funds or series of the Trust, the Trust shall be obligated to provide the Company only with disclosure related to the Designated Funds. The Trust or its designee shall will provide the Company, at the Company's expense, with as many copies of the current said prospectus for the Shares as to the Company may reasonably request for distribution or to prospective purchasers of Policiesits mailing agent. If requested by the Company Company, in lieu thereof, the Trust or its designee shall the Distributor will provide such documentation (documentation, including a "camera ready" final copy of the new a current prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) or camera ready or electronic format and other assistance as is reasonably necessary in order for the parties hereto once each year Company at least annually (or more frequently if the Trust prospectus for the Shares is supplemented or amendedamended more frequently) to have the new prospectus for the Policies Contracts and the Trust's new prospectus for printed together. The Trust or the Shares printed together in one document; the expenses of such printing to be apportioned between (a) Distributor will, upon request, provide the Company and (b) the Trust or its designee in proportion to the number with a copy of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed through electronic means to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at facilitate the Company's expense, efforts to provide Trust prospectuses via electronic delivery. Expenses associated with providing such documentation shall print and provide such statement to the Company be allocated in accordance with Article VI of this Agreement. 4.2 The Trust's prospectus will state that a Statement of Additional Information (or a master of such statement suitable for duplication by the Company"SAI") for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the SharesTrust is available, and will disclose how investors may obtain the SAI. 3.3. 4.3 The Trust Trust, the Distributor or its designee shall the Adviser will provide the Company free or its mailing agent with copies of charge copiesits proxy material, if and any, with respect to the extent applicable to the Shares, of the Trust's proxy materialsDesignated Funds, reports to Shareholders shareholders/Contract owners and other communications to Shareholders shareholders/Contract owners in such quantity as the Company shall will reasonably require for distribution with expenses to Policy be borne in accordance with Article VI of this Agreement. The Company will distribute this proxy material, reports and other communications to existing Contract owners. If requested by the Company, the Trust, the Distributor or the Adviser shall provide an electronic copy of such documentation in a format suitable to posting on a website maintained by or on behalf of the Company. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. 4.4 If and to the extent required by law, the Company shallwill: (a) solicit voting instructions from Policy Contract owners; (b) vote the Shares shares of Designated Funds held in the Separate Accounts in accordance with instructions received from Policy Contract owners; and (c) vote shares of Designated Funds held in the Shares Separate Accounts for which no timely instructions have been received from the Company's Contract owners in the same proportion as shares of the Shares of such Portfolio Designated Funds for which instructions have been received from Policy contract owners; , so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass pass-through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy Contract owners. The Company reserves the right to vote shares of the Designated Funds held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall The Company will be responsible for assuring that each of their separate accounts holding Shares calculates the Separate Accounts calculate voting privileges in a manner consistent with all legal requirements, including the manner required by Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order. , as described in Section 7.1. 4.5 The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders and, in particular, the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the Trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of directors or trustees and MFS will notify with whatever rules the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive OrderSEC may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust MFS or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios Funds listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust MFS or its designee shall provide the Company, at the Company's MFS’ expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that if at any time MFS or an affiliate reasonably deems the Company shall bear all printing expenses usage of such combined documents where used for distribution items to prospective purchasers or to owners be excessive, each may require that Aetna pay the cost of existing Policies not funded printing and mailing any additional copies of such materials that are requested by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectusesAetna. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust MFS or its designee. The Trust MFS or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust MFS or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust MFS or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's Funds’ proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. MFS shall make good faith efforts to provide notice of a proxy as far in advance of the Funds’ Record Date as is reasonably practicable. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Policy owners; (b) vote the Shares in accordance with instructions received from Policy owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio Fund for which instructions have been received from Policy owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Policy owners. The #43739 Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

PROSPECTUS AND PROXY STATEMENTS; VOTING. 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's ’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "“camera ready" ” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' ’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' ’ prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's ’s prospectus in a "“camera ready" ” or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Policy funded by the Shares. The Trust or its designee, at the Company's ’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Policy not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's ’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Policy owners. 3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or of Article V below, the Company shall pay the expense of printing or providing documents to the extent such cost is considered a distribution expense. Distribution expenses would include by way of illustration, but are not limited to, the printing of the Shares' ’ prospectus or prospectuses for distribution to prospective purchasers or to owners of existing Policies not funded by such Shares. 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Policy is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall, at the Company’s option, follow one of the two methods described below to provide pass-through voting privileges to contract owners: (a) solicit Solicit voting instructions from Policy owners; (b) Contract holders itself and vote shares of the Shares Portfolio in accordance with instructions received from Policy owners; and (c) Contract holders. The Company shall vote the Shares shares of a Portfolio for which no instructions have been received in the same proportion as shares of the Shares of such Portfolio for which instructions have been received from Policy owners; so long received. (b) Upon reasonable notice to MFS, provide, in a format acceptable to MFS, the name, address and share ownership for Contract owners with value allocated to a Portfolio as and of the record date to the extent that Trust or its agent in order to permit the SEC continues Trust to interpret send solicitation material and gather voting instructions from Contract owners on behalf of the 1940 Act to require pass through voting privileges for variable contract ownersCompany. The Company will shall also provide such other information to the Trust or its agents as is reasonably necessary in no way recommend action in connection with or oppose or interfere with the solicitation of proxies order for the Shares held Trust to send solicitation material or properly tabulate votes for such Policy ownersTrust initiated proxies. In the event that the Company chooses this option, the Trust or its agent shall be responsible for properly “echo voting” shares of a Portfolio for which no voting instructions have been received. The Company shall not, without prior notice to MFS (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act. The Company shall not, without prior notice to MFS (unless otherwise required by applicable law), induce Contract owners to change or modify the Trust or change the Trust’s investment adviser. The Company shall not, without prior notice to the Trust, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Trust’s Board. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and MFS will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.