Common use of Fees and Expenses Clause in Contracts

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional informationinformation to other than existing Policy owners; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the Trust may make payments quarterly to the Underwriter under a Portfolio’s Rule 12b-1 plan, and the Underwriter may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by the Trust’s Board of Trustees and disclosed in the Trust’s prospectus. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan unless and until the Underwriter has received the corresponding payment from the Trust pursuant to the Trust’s Rule 12b-1 plan. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan if (i) the Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. The Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of the Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither the Trust, MFS nor the Underwriter has made any representations to the Company with respect to the Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in the Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFS or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFS, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFS that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 12b-l under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party Party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's prospectuses and proxy materials to owners of Policies funded by the Shares such shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 12b-l under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's -8- Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional informationinformation to other than existing Policy owners; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders Contract owners and participants (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersContracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in this Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders Contract owners and participants (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersContracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies in accordance with such plan. The Trust represents and warrants that it has a Board of Trustees, the majority of whom are not interested persons of the Trust, which has formulated and approved each of its 12b-1 Plans to finance distribution expenses of the Trust, and that any changes to the Trust's Rule 12b-1 Plans will be approved by a similarly constituted Board of Trustees, if and in amounts agreed to so required by the Trust in writingapplicable law. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees, registration fees, custodial, auditing, transfer agent and advisory fees, fees for insurance coverage and registration Trustee's fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.25% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts or any Series of Shares has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, thenthen the Trust, subject such Portfolio, or such Series, as the case may be, shall pay the Rule 12b-1 fee to obtaining any required exemptive orders or regulatory approvalsGIS, in its capacity as the Trust may underwriter for the Shares, and GIS shall make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles Article III and V hereofthis Article V, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials materials, reports to Shareholders, and reports other communications to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and ’s proxy materials to owners of Policies funded by the Shares. The costs of distributing the Portfolios’ prospectuses, statements of additional information, shareholder reports, and other Shareholder communications to owners of Policies funded by Class I Shares and any expenses permitted to of the Portfolios shall be paid or assumed borne by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actrelevant Portfolio. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales Portfolios’ prospectuses, statement of the Policies additional information, shareholder reports, and of distributing the Trust's Shareholder reports any other communications to Policy owners, except for distributing such materials to owners of policies funded by Class I Shares of the Portfolios, as provided for in Section 5.2 above. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus and statement of additional information; information and the cost of preparing, printing printing, and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. All expenses incident to performance by the Company under this Agreement shall be paid by the Company. 5.5. The Company shall receive a fee from the Adviser pursuant to a separate agreement between the Adviser and the Company, as may be agreed to by the Adviser and the Company from time to time.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by the Trust’s Board and disclosed in the Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from the Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan if (i) the Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. The Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of the Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither the Trust, nor MFD has made any representations to the Company with respect to the Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in the Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives, at MFD’s expense, to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and and/or for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy ownersholders. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners holders as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments or require reduction of amounts otherwise payable. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed-upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. 4.1 The Trust Fund and Manager shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the TrustFund or Manager, except as provided herein. 4.2 All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall ensure that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law law. 4.3 The Fund, at its expense, shall provide the Company with respect copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and statements of additional information, which are covered in section 3.4) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Fund shall bear the expense of mailing such proxy materials in the event the proxy vote is a result of actions initiated by the Fund. 4.4 In the event the Fund adds one or more additional Portfolios and the parties desire to make such Portfolios available to the respective Contract owners as an underlying investment medium, a new Schedule 3 which shall be an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios. 4.5 Except as provided in this Section 4.2, all expenses of preparing, setting in type and printing and distributing Fund prospectuses and statements of additional information shall be the expense of the Company. For prospectuses and statements of additional information provided by the Company to its Shares; all taxes on the issuance existing owners of Contracts who currently own shares of one or transfer more of the Shares; and the costs of distributing the TrustFund's prospectuses and proxy materials Portfolios, in order to owners of Policies funded update disclosure as required by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. The Trust If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Fund's prospectus, the Fund shall not bear any expenses the cost of marketing typesetting to provide the Policies. 5.3. The Fund's prospectus to the Company in the format in which the Fund is accustomed to formatting prospectuses, and the Company shall bear the expenses expense of distributing adjusting or changing the Shares' prospectus or format to conform with any of its prospectuses. In such event, the Fund will reimburse the Company in an amount equal to the product of x and y where x is the number of such prospectuses in connection with new sales distributed to owners of the Policies Contracts who currently own shares of one or more of the Fund's Portfolios, and y is the Fund's per unit cost of distributing typesetting and printing the TrustFund's Shareholder reports to Policy ownersprospectus. The Company same procedures shall bear all expenses associated be followed with respect to the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and Fund's statement of additional information; and . The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of preparingprinting, printing typesetting, and distributing annual individual account any prospectuses or statements for Policy of additional information other than those actually distributed to existing owners as required by state insurance lawsof the Contracts who currently own shares of one or more of the Fund's Portfolios.

Fees and Expenses. 5.1. The Trust and Underwriter shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation except subject to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act Plan to finance distribution and Shareholder servicing expenses, thenin which case, subject to obtaining any required exemptive orders or other regulatory approvals, the Trust Underwriter may make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust Underwriter in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereofthis Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Separate Accounts. 5.2. All expenses incident to performance by the Trust of this Agreement shall be paid by the Trust to the extent permitted by law. All Trust shares will be duly authorized for issuance and registered in accordance with applicable federal law and to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsTrust's shares, including preparation and filing of the Trust's prospectus and registration statement, Trust proxy materials and payment of filing fees reports, printing proxy materials and registration fees; preparation and filing of annual reports for existing Contract owners, setting in type the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); prospectuses, the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares shares, and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under any Rule 12b-1 Plan under the 1940 Act. The Trust shall not bear any expenses of marketing Act duly adopted by the PoliciesTrust. 5.3. The Company shall bear the expenses of printing and distributing the Shares' prospectus or Trust prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersshareholder reports. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus Contracts' prospectuses and statement statements of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts or any Series of Shares has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, thenthen the Trust, subject such Portfolio, or such Series, as the case may be, shall pay the Rule 12b-1 fee to obtaining any required exemptive orders or regulatory approvalsRSFD, in its capacity as the Trust may underwriter for the Shares, and RSFD shall make payments to the Company or to the underwriter for the Policies if and in accordance with such plan from the amounts of Rule 12b-1 fees received by it as may be agreed to by RSFD and the Trust in writingCompany from time to time. Each party, however, shall, in accordance with the allocation of expenses specified in Articles Article III and V hereofthis Article V, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials materials, reports to Shareholders, and reports other communications to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and ’s proxy materials to owners of Policies funded by the Shares. The costs of distributing the Portfolios’ prospectuses, statements of additional information, shareholder reports, and other Shareholder communications to owners of Policies funded by Class I Shares and any expenses permitted to of the Portfolios shall be paid or assumed borne by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actrelevant Portfolio. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales Portfolios’ prospectuses, statement of the Policies additional information, shareholder reports, and of distributing the Trust's Shareholder reports any other communications to Policy owners, except for distributing such materials to owners of policies funded by Class I Shares of the Portfolios, as provided for in Section 5.2 above. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus and statement of additional information; information and the cost of preparing, printing printing, and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. All expenses incident to performance by the Company under this Agreement shall be paid by the Company. 5.5. The Company shall receive a fee from the Adviser pursuant to a separate agreement between the Adviser and the Company, as may be agreed to by the Adviser and the Company from time to time.

Fees and Expenses. 5.1. The Trust Fund shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust Fund or any Portfolio adopts and implements a service plan and/or a plan pursuant to Rule 12b-1 under 12b-1, then the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust Underwriter may make payments to the Company or to the underwriter for the Policies Contracts pursuant to such plans if and in amounts agreed to by the Trust Underwriter in writing. 5.2. Each partyAll expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, however, shallif and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. Except as otherwise set forth in Section 3.2 of this Agreement, the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund’s shares, including preparation and filing of the Trust's Fund’s prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); shareholders, the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesFund’s shares. 5.3. The Company Fund shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales Fund’s prospectus, statement of additional information, proxy materials and reports to owners of Contracts issued by the Company. Notwithstanding the generality of the Policies foregoing, the Fund and the Company acknowledge that certain Contract owners are likely to be resident outside the United States at various times, and for those Contract owners, the Fund will bear higher expenses of distributing distribution. Consequently, the Trust's Shareholder reports Fund shall be entitled to Policy ownersreimbursement from the Company for its actual expenses of distribution hereunder to Contract owners living outside the United States to the extent that such actual expenses exceed the expenses the Fund would otherwise have incurred if those Contract owners were resident in the United States. At the end of each calendar quarter, the Company shall prepare and forward to the Fund a statement detailing the expenses that are subject to reimbursement under this Section 5.3. The Company shall bear all expenses associated with reimburse the registration, qualification, and filing Fund in the amount of the Policies under applicable federal securities and state insurance laws; statement within 30 days following the cost end of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawssuch calendar quarter.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses ’s prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's ’s Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company or SDI for expenses incurred or paid (as the case may be) by the Company or SDI attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to [ %] per annum of the average daily net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to [ and %] per annum of the average daily net assets of the Trust attributable to such contracts upon such assets attributable to the Company exceeding [ ]. In no event shall such fee be paid by the Trust, its shareholders or by the Policyholders.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives, at MFD’s expense, to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.15.1 All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Trust Fund shall pay no fee or other compensation see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent deemed advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund’s shares, including preparation and filing of the Trust's Fund’s Prospectus and registration statement, proxy material, information statements and payment of filing fees and registration fees; preparation and filing of reports, setting the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); Fund’s Prospectus for printing, setting in type and printing the proxy materials material, information statements and reports to Shareholders (to the extent provided by shareholders, and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect law. The Fund shall bear the cost of printing and distributing the Fund’s Prospectus, periodic reports to its Shares; all taxes on the issuance or transfer shareholders, proxy materials and other shareholder communications to existing Contract owners. The Company shall see to it that each of the Shares; Contracts and the costs of distributing the Trust's prospectuses Accounts are registered and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3are authorized for issuance in accordance with applicable federal law. The Company shall bear the expenses for the cost of distributing the Shares' prospectus or prospectuses in connection with new sales registration and qualification of the Policies Contracts and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registrationAccounts, qualification, preparation and filing of the Policies under applicable prospectus and registration statements, setting each Contract prospectus for printing, and the preparation of all statements and notices required by any federal securities and or state insurance laws; law. In addition, the Company shall bear the cost of preparing, printing and distributing the Policy prospectus Fund’s Prospectus to be delivered to prospective Contract owners and statement of additional information; and the Fund shall bear the cost of preparing, printing and distributing annual individual account statements the Fund’s Prospectus to existing Contract owners who are invested in the Fund in accordance with Section 3.1 of this Agreement. 5.2 So long as this Agreement remains in effect, Distributor will pay or cause to be paid to Company any ongoing distribution fees and/or shareholder service fees with respect to Shares purchased through Company and held by Contractholders and the services to be provided under this Agreement at such rates and in such manner as may be described in the Prospectus and as may be agreed to by the parties from time-to-time. 5.3 Each Fund’s Board has adopted a Distribution Plan pursuant to Rule 12b-1 of the 1940 Act (the “Plans”) with respect to applicable Shares. Under the terms of the Plans, Distributor may be entitled to compensation for Policy owners distribution related services that Distributor provides to the Funds, and Distributor is permitted to pay all or a portion of such compensation to entities that engage in or support the distribution of Shares. For the services to be provided under this Agreement and for so long as required by state insurance lawsthis Agreement remains in effect, we agree to pay you in accordance with the Funds’ then current Prospectus and/or SAI. 5.4 In the event Distributor does not receive payment from Fund under the Distribution Agreement or applicable Plan or as otherwise provided in the Prospectus, or if such Distribution Agreement or Plan is cancelled, terminated or modified, Company agrees to waive its right to receive compensation until such time, if ever, Distributor receives payment.

Fees and Expenses. 5.13.1. The Trust Fund and Adviser shall pay no fee or other compensation to the Company under this Agreementagreement, and the Company shall pay no fee or other compensation to the TrustFund or Adviser, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingas provided herein. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing Nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating related to the Trust Fund and/or to the Accounts. 5.23.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Trust or Fund shall see to it that all its designee shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect law. The Fund or the Adviser shall bear the expenses of setting the Fund's prospectus in type, setting in type and printing the Fund's proxy materials and the Fund's reports to its Shares; shareholders (including the costs of printing a prospectus that constitutes and annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Shares; and the costs of distributing the TrustFund's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policiesshares. 5.33.3. The Company shall bear the expenses of distributing the Shares' prospectus Fund's prospectus, proxy materials and reports to owners of Contracts issued by the Company. 3.4. In the event the Fund adds one or prospectuses in connection with more additional Portfolios and the parties desire to make such Portfolios available to the respective Contract owners as an underlying investment medium, a new sales Schedule 3 or an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the Policies and of distributing new Portfolios to the Trust's Shareholder reports to Policy ownersparticular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; desiring to invest in such Portfolios and the cost provision of preparing, printing and distributing annual individual account statements for Policy owners funds as required by state insurance lawsthe initial investment in the new Portfolios.

Fees and Expenses. 5.1. The Trust Fund shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust Fund may make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust Fund in writing, so long as the recipient of such Rule 12b-1 Plan payments is an SEC registered broker-dealer. 5.2. Each partyAll expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, however, shallif and to the extent deemed advisable by the Fund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund’s shares, including preparation and filing of the Trust's Fund’s prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; Fund’s shares. 5.3. The Fund will pay or cause to be paid the expenses associated with printing, mailing, distributing, solicitation and the costs tabulation of distributing the Trust's prospectuses and proxy materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust Fund shall not also bear any expenses the expense of marketing printing and postage with respect to Fund prospectuses, annual and semi-annual reports and all other Fund reports delivered to existing Contract owners with value allocated to one or more Designated Portfolios (regardless of whether such documents are printed by the PoliciesFund or the Company). 5.35.4. The Company shall bear the expense of distributing all prospectuses and reports to shareholders (whether for existing Contract owners or prospective Contract owners). The Company shall bear the expense of printing copies of the prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Fund (or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsa Designated Portfolio thereof) is named.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 l2b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined `in accordance with Article III IV above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III IV above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 l2b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of printing and distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of printing and distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios in the Trust, equal to 0.20% per annum of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios in the Trust, equal to 0.15% per annum of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersContracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement, although the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 parties hereto will bear certain expenses under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the provisions of this Agreement. The Trust may DRAFT - AS OF 9/8/00 PIONEER STANDARD PARTICIPATION AGREEMENT make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies Contracts funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties acknowledge and agree that the services referred to in the Section 5.4 are recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' Trust's prospectus or prospectuses in connection with new sales of the Policies Contracts and the Trust shall bear the expense of distributing the Trust's Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust in writing. 5.2. Each partyAll expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, however, shallif and to the extent deemed advisable by the Trust, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsTrust's shares, including preparation and filing of the Trust's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and Trust's shares. The Trust shall bear the costs expenses of distributing the Trust's prospectuses and proxy materials and reports to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actexisting Contract owners. The Trust shall not also bear any expenses the expense of marketing printing the PoliciesTrust's prospectus and annual and semi-annual reports which are delivered to existing Contract owners with value allocated to one or more Designated Portfolios (with respect to the expense of printing of prospectuses, the expense shall be borne by the Trust regardless of whether such prospectuses are printed by the Trust or the Company). 5.3. The Company shall bear the expenses expense of distributing all prospectuses and reports to shareholders (whether for existing Contract owners or prospective Contract owners). The Company shall bear the Shares' prospectus or prospectuses in connection with new sales expense of printing copies of the Policies and of distributing prospectus for the Trust's Shareholder reports to Policy Contracts for use with prospective Contract owners. The Company shall bear all the expenses associated with incident to (including the registration, qualification, costs of printing) sales literature and filing of other promotional material that the Policies under applicable federal securities Company develops and state insurance laws; in which the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsTrust (or a Designated Portfolio thereof) is named.

Fees and Expenses. 5.1. 5.1 The Trust and Distributor shall pay no fee or other compensation to the Company Insurance Underwriter under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. as provided on Schedule D. 5.2 Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereofthis Agreement, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Separate Accounts. 5.25.3 All expenses incident to performance by the Trust of this Agreement shall be paid by the Trust to the extent permitted by law. All Trust shares will be duly authorized for issuance and registered in accordance with applicable federal law and to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsTrust's shares, including preparation and filing of the Trust's prospectus and registration statement, Trust proxy materials and payment of filing fees reports, printing proxy materials and registration fees; preparation and filing of annual reports for existing Contract owners, setting in type the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); prospectuses, the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares shares, and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under any Rule 12b-1 Plan under the 1940 Act duly adopted by the Trust. In the event that the Trust initiates (i) a reorganization of a Fund as defined by Section 2 of the 1940 Act, or (ii) a change in the name of a Fund or the Trust, the Trust shall reimburse the Company for the Company's internal and out-of-pocket costs associated with the aforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and shall provide the Trust shall not bear with acceptable documentation of any expenses of marketing the Policiessuch costs incurred. 5.3. 5.4 The Company shall bear the expenses of printing and distributing the Shares' prospectus or Trust prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersshareholder reports. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus Contracts' prospectuses and statement statements of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and and/or for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust 170757 [page break] pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy ownersPolicyownerss. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners Policyowners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments or require reduction of amounts otherwise payable. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed-upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses and a Trust's Shareholder reports in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersPolicies. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio's Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust's Board and disclosed in such Trust's prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust's Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust's Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust's Rule 12b-1 plan if (i) such Trust's Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust's prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust's Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust's Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust's prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that, if requested, it will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the Company's compliance with the terms of this Agreement and verifies the accuracy of any information provided by the Company that forms the basis of the fee calculations.

Fees and Expenses. 5.1. 5.1 The Trust shall pay the fees and expenses provided for in the attached Schedule B. 5.2 The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter SDI as distributor for the Policies Contracts if and in amounts agreed to by the Trust in writing. 5.3 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. Each partyThe Trust shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, however, shallif and to the extent deemed advisable by the Trust, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsTrust's shares, including preparation and filing of the Trust's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses shares. 5.4 The Trust will pay or cause to be paid the expenses associated with printing, mailing, distributing, solicitation and tabulation of proxy materials to Contract owners with respect to proxies related to the Trust, consistent with applicable provisions of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not also bear any expenses the expense of marketing printing and postage with respect to Trust prospectuses, annual and semi-annual reports and all other Trust reports delivered to existing Contract owners with value allocated to one or more Designated Portfolios (regardless of whether such documents are printed by the PoliciesTrust or the Company). 5.35.5 The Company shall bear the expense of distributing all prospectuses and reports to shareholders (whether for existing Contract owners or prospective Contract owners). The Company shall bear the expense of printing copies of the prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Trust (or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsa Designated Portfolio thereof) is named.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 l2b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III IV above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III IV above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 l2b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional informationinformation to other than existing Policy owners; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and and/or for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy ownersholders. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners holders as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments or require reduction of amounts otherwise payable. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access, with prior notice, to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed-upon standards) reasonably satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies Contracts funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.20% per annum of the average daily net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to $300 million and 0.25% per annum of the average daily net assets of the Trust attributable to such contracts upon such assets attributable to the Company exceeding $300 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policyholders.

Fees and Expenses. 5.1. The Trust Fund shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust Fund may make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust Fund in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or charge to each Designated Portfolio for all expenses and costs of the Designated Portfolio, including but not limited to management fees, Rule 12b-1 fees, if any, administrative expenses and legal expenses and regulatory costs, will be included in the determination of the Designated Portfolio's daily net asset value per share. 5.3. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its designee shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and Fund's shares. The Fund shall bear the costs expenses of distributing the TrustFund's proxy materials and reports to existing Contract owners. The Distributor shall bear the expense of printing the Fund's prospectus which is delivered to existing Contract owners with value allocated to one or more Designated Portfolios (regardless of whether such prospectuses are printed by the Fund or the Company) and the expense of printing prospectuses used in marketing the Contracts. 5.4. The Company shall bear the expense of distributing all prospectuses and proxy materials reports to shareholders (whether for existing Contract owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3prospective Contract owners). The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Fund (or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsa Designated Portfolio thereof) is named.

Fees and Expenses. 5.13.1. The Trust Fund and Adviser shall pay no fee or other compensation to the Company under this Agreementagreement, and the Company shall pay no fee or other compensation to the TrustFund or Adviser, except as provided herein. 3.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policieslaw. 5.33.3. The Company shall bear pay for the expenses reasonable costs of distributing the Shares' prospectus or prospectuses in connection with new sales typesetting, printing and mailing all shareholder reports and notices of the Policies and Fund that are required by the federal securities laws to be sent to owners of distributing policies issued by the Trust's Shareholder reports Company for which the Fund is serving or is to Policy ownersserve as an investment vehicle. The Company shall bear all expenses associated with also pay the registration, qualification, and filing reasonable costs of the Policies under applicable federal securities and state insurance laws; the cost of preparingtypesetting, printing and distributing the Policy prospectus Fund's prospectuses and statement statements of additional information; information to owners of contracts and applicants and prospective owners of Policies for which Service shares of the Fund is serving or is to serve as an investment vehicle. At any time that the distribution and service plan and agreement (the "Plan") by and between the Fund and OppenheimerFunds Distributor, Inc. ("OFDI") for the Service Shares of a Portfolio listed on Schedule 2 remains in effect, the Fund on behalf of that Portfolio may pay OFDI and OFDI may pay either to the Company or to any entity providing services to Contract owners holding Service shares, for services rendered with respect to the Service shares in accordance with the terms and conditions of the Plan and at the annual rate authorized by the Fund's Board of Trustees. 3.4. In the event the Fund adds one or more additional Portfolios and the cost of preparing, printing and distributing annual individual account statements for Policy parties desire to make such Portfolios available to the respective Contract owners as required an underlying investment medium, a new Schedule 2 or an amendment to this Agreement shall be executed by state insurance lawsthe parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extentthe Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. 4.1 The Trust and the Distributor shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts the Distributor, although the parties will bear certain expenses as provided herein. 4.2 All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Trust shall ensure that the Fund Shares are registered and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution authorized for issuance in accordance with applicable federal law and, if and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallTrust, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds’ Shares, including preparation and filing of the Trust's Funds’ prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law law. 4.3 The Trust, at its expense, shall provide the Company with respect to its Shares; all taxes on the issuance or transfer copies of the Shares; Funds’ proxy statements, reports to shareholders, and the costs of distributing the Trust's other communications (except for prospectuses and proxy materials statements of additional information, which are covered in Section 3.4) to owners of Policies funded by shareholders in such quantity as the Shares and any expenses permitted Company shall reasonably require for distributing to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 ActContract owners. The Trust shall not bear any the expense of mailing such proxy materials in the event the proxy vote is a result of actions initiated by the Trust. 4.4 In the event the Trust adds one or more additional Funds and the parties desire to make such Funds available to the respective Contract owners as an underlying investment medium, a new Schedule A which shall be an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the new Funds to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Funds among Participating Insurance Companies desiring to invest in such Funds and the provision of funds as the initial investment in the new Funds. 4.5 Except as provided in this Section 4.5, all expenses of marketing preparing, setting in type and printing and distributing Fund prospectuses and statements of additional information, or supplements thereto, shall be the Policies. 5.3expense of the Company. The For prospectuses and statements of additional information provided by the Company to its existing owners of Contracts who currently own Shares of one or more of the Funds, in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Company chooses to receive camera-ready film or computer diskettes in lieu of receiving printed copies of the Funds’ prospectus, the Funds shall bear the cost of typesetting to provide the Funds’ prospectus to the Company in the format in which the Funds are accustomed to formatting prospectuses, and the Company shall bear the expenses expense of distributing adjusting or changing the Shares' prospectus or format to conform with any of its prospectuses. In such event, the Funds will reimburse the Company in an amount equal to the product of x and y where x is the number of such prospectuses in connection with new sales distributed to owners of the Policies Contracts who currently own shares of one or more of the Funds, and y is the Funds’ per unit cost of distributing typesetting and printing the Trust's Shareholder reports to Policy ownersFunds’ prospectus. The Company same procedure shall bear all expenses associated be followed with respect to the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and Funds’ statement of additional information; and . The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Funds’ expenses do not include the cost of preparingprinting, printing typesetting, and distributing annual individual account any prospectuses or statements for Policy of additional information other than those actually distributed to existing owners as required by state insurance lawsof the Contracts who currently own shares of one or more of the Funds.

Fees and Expenses. 5.1. The Trust and Trust Underwriter shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant subject to Rule 12b-1 under the 1940 Act Plan to finance distribution and Shareholder servicing expenses, thenin which case, subject to obtaining any required exemptive orders orders, or other regulatory approvals, the Trust Underwriter may make make. payments to the Company or to the underwriter for the Policies Contract if and in amounts agreed to by the Trust Underwriter in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereofthis Agreement, reimburse other parties for expenses initially paid by one party but allocated to another anther party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Separate Accounts. 5.2. All expenses incident to performance by the Trust of this Agreement shall be paid by the Trust to the extent permitted by law. All Trust shares will be duly authorized for issuance and registered in accordance with applicable federal law and to the extent deemed advisable by the Trust, in accordance with applicable state law, prior to sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsinitial shares, including preparation and filing of the Trust's prospectus and registration statement, Trust proxy materials and payment of filing fees reports, printing proxy materials and registration fees; preparation and filing of annual reports for existing Contract owners, setting in type the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); prospectuses, the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; State law, all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares shares, and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under any Rule 12b-1 Plan under the 1940 Act. The Trust shall not bear any expenses of marketing Act duly adopted by the PoliciesTrust. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus Contract prospectuses and statement statements of additional information; and the cost of preparing, at printing and distributing annual individual account statements for Policy Contract owners as required by state insurance lawslaw.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 214110 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust, nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b-l under the 1940 Act1000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.15% per annum of the net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to $100 million and 0.20% per annum of the net assets of the Trust attributable to such contracts over $100 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.13.1. The Trust Fund and Adviser shall pay no fee or other compensation to the Company Companies under this Agreementagreement, and the Company Companies shall pay no fee or other compensation to the TrustFund or Adviser, except as provided herein. 3.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policieslaw. 5.33.3. The Company Unless mutually agreed upon to the contrary in writing, the Companies shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparingtypesetting, printing and distributing the Policy prospectus Fund's prospectus, proxy materials and statement reports to owners of additional information; and Contracts issued by the cost Companies. OMC agrees to use reasonable efforts to restrict the number of preparingshareholder meetings of the Fund that require the Company to bear the expenses of typesetting, printing and distributing annual individual account statements for Policy the Fund's proxy material to one per fiscal year of the Fund. 3.4. In the event the Fund adds one or more additional Portfolios and the Companies desire to make such Portfolios available to their respective Contract owners as required an underlying investment medium, a new Schedule A or an amendment to this Agreement shall be executed by state insurance lawsthe parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios.

Fees and Expenses. 5.1. The Trust Neither the Trust, PIM nor PFD shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if PIM or PFD under this Agreement. Notwithstanding the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses ’s prospectuses, reports to Shareholders and proxy materials to owners of Policies Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy ownersContracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 12b-l under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.15% per annum of the net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to $100 million and 0.20% per annum of the net assets of the Trust attributable to such contracts over $100 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Each Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the either Trust, except that if that, to the extent a Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and and/or for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the then such Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the such Trust and/or to the Accounts. 5.2. The Each Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the such Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the such Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the such preparation of all statements and notices required of the such Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the such Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the such Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Such Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the a Trust's ’s Shareholder reports to Policy ownersholders. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners holders as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the relevant Trust may make payments quarterly to MFD under a Portfolio’s Rule 12b-1 plan, and MFD may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by such Trust’s Board and disclosed in such Trust’s prospectus. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan unless and until MFD has received the corresponding payment from such Trust pursuant to the Trust’s Rule 12b-1 plan. MFD shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to a Trust’s Rule 12b-1 plan if (i) such Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments or require reduction of amounts otherwise payable. Each Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of such Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither such Trust nor MFD has made any representations to the Company with respect to such Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in such Trust’s prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFD or its representatives, at MFD’s expense, to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFD, the Company will provide a certification (which may take the form of a control report or set of agreed-upon standards) satisfactory to MFD that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation MFS will reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of the operations necessitated by the beneficial ownership by Policy owners of Shares of the Funds each quarter in an amount equal to the Company under this Agreementapplicable per annum rate listed on Schedule A attached hereto, and of the Company shall pay no fee or other compensation average daily net assets attributable to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to Policies sold by the Company or to its affiliates that are invested in each Fund, multiplied by a fraction the underwriter for numerator of which is the Policies if number of days in the quarter and in amounts agreed to by the Trust in writingdenominator of which is 365. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust Funds and/or to the Accounts. 5.2. The Trust MFS or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's Funds' registration statementstatements, and payment of filing fees and registration fees; preparation and filing of the Trust's Funds' proxy materials and reports to Shareholders; setting in type and printing its prospectus Fund prospectuses and statement statements of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust Funds by any federal or state law with respect to its their Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's Funds' prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust MFS shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the SharesFunds' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, qualification and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to MFS will reimburse the Company under this Agreement, certain of the administrative costs and expenses incurred by the Company shall pay no fee or other compensation as a result of the operations necessitated by the beneficial ownership by Policy owners of Shares of the Funds each quarter in an amount equal to _______% [TO BE DISCUSSED] of the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant average daily net assets attributable to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to Policies sold by the Company or to its affiliates that are invested in each Fund, multiplied by a fraction the underwriter for numerator of which is the Policies if number of days in the quarter and in amounts agreed to by the Trust in writingdenominator of which is 365. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust Funds and/or to the Accounts. 5.2. The Trust MFS or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's Funds' registration statementstatements, and payment of filing fees and registration fees; preparation and filing of the Trust's Funds' proxy materials and reports to Shareholders; setting in type and printing its prospectus Fund prospectuses and statement statements of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust Funds by any federal or state law with respect to its their Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's Funds' prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust Funds pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust MFS shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the SharesFunds' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, qualification and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.14.1. The Trust Fund and Adviser shall pay no fee or other compensation to the Company under this Agreementagreement, and the Company shall pay no fee or other compensation to the TrustFund or Adviser, except as provided herein. 4.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policieslaw. 5.34.3. The Company shall bear the expenses of (i) printing and distributing to prospective Contract owners the Fund's prospectus and reports and, (ii) distributing the Shares' prospectus Fund's statement of additional information to prospective Contract owners. The Fund shall bear the expenses of (i) printing and distributing to existing Contract owners the Fund's prospectus, statement of additional information and reports to owners of Contracts issued by the Company and, (ii) distributing proxy materials to existing Contract owners and tabulation of proxy votes. 4.4. In the event the Fund adds one or prospectuses more additional Portfolios and the parties desire to make such Portfolios available to the respective Contract owners as an underlying investment medium, a new Schedule 2 or an amendment to this Agreement shall be executed by the parties authorizing the issuance of shares of the new Portfolios to the particular Accounts. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios. 4.5. In the event the Fund initiates (i) a reorganization of the Fund as defined by Section 2 of the 1940 Act, or (ii) a change in the name of the Fund or a Portfolio other than a reorganization or name change in connection with new sales of the Policies annual amendment to the Fund's registration statement to update its Prospectus, the Fund or Adviser as they shall determine among themselves shall reimburse the Company for the Company's internal and of distributing out-of-pocket costs associated with the Trust's Shareholder reports to Policy ownersaforementioned actions. The Company agrees to use its best efforts to minimize any costs incurred under this Section and shall bear all expenses associated provide Adviser with the registration, qualification, and filing acceptable documentation of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsany such costs incurred.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 12b- I under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance inaccordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's Trusts proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's Trusts prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b- I under the 1940 Act0000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional informationinformation to other than existing Policy owners; and the cost of preparing, printing and AND distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and Contracts in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies Contracts funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's Shareholder reports and proxy materials to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.13.1. The Trust Fund and Adviser shall pay no fee or other compensation to the Company Companies under this Agreementagreement, and the Company Companies shall pay no fee or other compensation to the TrustFund or Adviser, except as provided herein. 3.2. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallFund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund's shares, including preparation and filing of the TrustFund's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policieslaw. 5.33.3. The Company Unless mutually agreed upon to the contrary in writing, the Companies shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparingtypesetting, printing and distributing the Policy prospectus Fund's prospectus, proxy materials and statement reports to owners of additional information; and Contracts issued by the cost Companies. The Adviser agrees to use reasonable efforts to restrict the number of preparingshareholder meetings of the Fund that require the Company to bear the expenses of typesetting, printing and distributing annual individual account statements for Policy the Fund's proxy material to one per fiscal year of the Fund. 3.4. In the event the Fund adds one or more additional Portfolios and the Companies desire to make such Portfolios available to their respective Contract owners as required an underlying investment medium, a new Schedule A or an amendment to this Agreement shall be executed by state insurance lawsthe parties authorizing the issuance of shares of the new Portfolios to the particular Account. The amendment may also provide for the sharing of expenses for the establishment of new Portfolios among Participating Insurance Companies desiring to invest in such Portfolios and the provision of funds as the initial investment in the new Portfolios.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company or its designee shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that,to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter theunderwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, any supplements thereto and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of printing and distributing the Shares' Trust's prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information, if any; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.25% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates. In no event shall such fee be paid by the Trust, its shareholders or by the Policyholders.

Fees and Expenses. 5.16.1. All expenses incident to performance by the Funds under this Agreement shall be paid by the Funds. The Trust Distributor shall pay no fee or other compensation see to it that all Fund shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent deemed advisable by the Trust in writing. Each party, however, shallsuch Fund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Funds shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds' shares, including preparation and filing of the Trust's registration statement, and payment of filing fees Funds' prospectuses and registration fees; preparation and filing of the Trust's statements, proxy materials and reports to Shareholders; reports, setting the prospectuses in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and each Fund's shares. The Fund shall bear the costs expenses of distributing the TrustFund's proxy materials and reports to existing Contract owners. 6.2. The Company shall bear the expense of distributing all prospectuses and proxy materials reports to shareholders (whether for existing Contract owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actprospective Contract owners). The Trust Company shall not bear any expenses the expense of marketing printing copies of the Policies. 5.3prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Issuer (or prospectuses a Designated Fund thereof) is named. 6.3. Distributor acknowledges that it will derive a substantial savings in connection with new sales administrative expenses, such as reduction in expenses related to postage, shareholder communications and recordkeeping, by virtue of having a single shareholder account per Fund for the Accounts rather than having each Participant as a shareholder. In consideration of performance of the Policies Administrative Services by the Company, Distributor will pay the Company a fee (the "Administrative Services Fee") of 25 basis points (0.25%) of the average aggregate amount of Class II shares of the Funds held in the Account under this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.3 at the end of each calendar quarter and of distributing will make such payment to the Trust's Shareholder reports to Policy ownersCompany within 30 days thereafter. The parties acknowledge that the payments received by the Company shall bear all expenses associated with the registration, qualification, under this Section 6.3 are for administrative and filing shareholder services only and do not constitute payment in any manner for investment advisory services or for costs of distribution. 6.4. In consideration of performance of the Policies Distribution Services specified on Schedule D by SDI, Distributor will pay SDI a fee (the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount invested by the Company in Class II shares of the Funds under applicable federal securities this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.4 at the end of each calendar quarter and state insurance laws; will make such payment to SDI within 30 days thereafter. 6.5. For the cost purposes of preparingcomputing the payment to the Company and SDI as contemplated by this Article 6, printing the average aggregate amount invested by the Account in the Funds over a one month period shall be computed by totaling the Account's aggregate investment (share net asset value multiplied by total number of shares of the Funds held by the Account) on each Business Day during the month and distributing dividing by the Policy prospectus total number of Business Days during such month. 6.6. Distributor will calculate the amount of the payment to be made pursuant to this Article 6, at the end of each calendar quarter and will make such payment to the Company or SDI as applicable, within 30 days thereafter. The check for such payment will be accompanied by a statement showing the calculation of additional information; the amounts being paid by Distributor for the relevant months and such other supporting data as may be reasonably requested by the cost of preparingCompany and shall be mailed as follows: For payments under 6.3, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsto: Security Benefit Life Insurance Company ------------------------------------------- One Security Benefit Place ------------------------------------------- Xxxxxx, XX 00000 ------------------------------------------- Attention: Xxxxx Xxxxxxxxxx - Finance ------------------------------------------- Phone No.: (000) 000-0000 ------------------------------------------- Fax No.: (000) 000-0000 ------------------------------------------- For payments under Section 6.4, to: Security Distributors, Inc. ------------------------------------------- One Security Benefit Place ------------------------------------------- Xxxxxx, XX 00000 ------------------------------------------- Attention: Xxxxx Xxxxxxxxxx - Finance ------------------------------------------- Phone No.: (000) 000-0000 ------------------------------------------- Fax No.: (000) 000-0000 -------------------------------------------

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 1 2b- 1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 1 2b- 1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios in the Trust, equal to 0.10% of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts.specified 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.20% per annum of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.16.1. All expenses incident to performance by the Funds under this Agreement shall be paid by the Funds. The Trust Distributor shall pay no fee or other compensation see to it that all Fund shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent deemed advisable by the Trust in writing. Each party, however, shallsuch Fund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Funds shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds' shares, including preparation and filing of the Trust's registration statement, and payment of filing fees Funds' prospectuses and registration fees; preparation and filing of the Trust's statements, proxy materials and reports to Shareholders; reports, setting the prospectuses in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and each Fund's shares. The Fund shall bear the costs expenses of distributing the TrustFund's proxy materials and reports to existing Contract owners. 6.2. The Company shall bear the expense of distributing all prospectuses and proxy materials reports to shareholders (whether for existing Contract owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actprospective Contract owners). The Trust Company shall not bear any expenses the expense of marketing printing copies of the Policies. 5.3prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Issuer (or prospectuses a Designated Fund thereof) is named. 6.3. Distributor acknowledges that it will derive a substantial savings in connection with new sales administrative expenses, such as reduction in expenses related to postage, shareholder communications and recordkeeping, by virtue of having a single shareholder account per Fund for the Accounts rather than having each Participant as a shareholder. In consideration of performance of the Policies Administrative Services by the Company, Distributor will pay the Company a fee (the "Administrative Services Fee") of 25 basis points (0.25%) of the average aggregate amount of Class II shares of the Funds held in the Account under this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.3 at the end of each calendar quarter and of distributing will make such payment to the Trust's Shareholder reports to Policy ownersCompany within 30 days thereafter. The parties acknowledge that the payments received by the Company shall bear all expenses associated with the registration, qualification, under this Section 6.3 are for administrative and filing shareholder services only and do not constitute payment in any manner for investment advisory services or for costs of distribution. 6.4. In consideration of performance of the Policies Distribution Services specified on Schedule D by SDI, Distributor will pay SDI a fee (the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount invested by the Company in Class II shares of the Funds under applicable federal securities this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.4 at the end of each calendar quarter and state insurance laws; will make such payment to SDI within 30 days thereafter. 6.5. For the cost purposes of preparingcomputing the payment to the Company and SDI as contemplated by this Article 6, printing the average aggregate amount invested by the Account in the Funds over a one month period shall be computed by totaling the Account's aggregate investment (share net asset value multiplied by total number of shares of the Funds held by the Account) on each Business Day during the month and distributing dividing by the Policy prospectus total number of Business Days during such month. 6.6. Distributor will calculate the amount of the payment to be made pursuant to this Article 6, at the end of each calendar quarter and will make such payment to the Company or SDI as applicable, within 30 days thereafter. The check for such payment will be accompanied by a statement showing the calculation of additional information; the amounts being paid by Distributor for the relevant months and such other supporting data as may be reasonably requested by the cost of preparingCompany and shall be mailed as follows: Security Benefit Life Insurance Company One Security Benefit Place Topeka, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsKS 66636 Attention: Txxxx Xxxxxxxxxx - Finance Phone No.: (000) 000-0000 Fax No.: (000) 000-0000 Security Distributors, Inc. One Security Benefit Place Topeka, KS 66636 Attention: Txxxx Xxxxxxxxxx - Finance Phone No.: (000) 000-0000 Fax No.: (000) 000-0000

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to [ ] per annum in aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders. 5.5. With respect to the Service Class Shares of a Portfolio, the Trust may make payments quarterly to the Underwriter under a Portfolio’s Rule 12b-1 plan, and the Underwriter may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly period in excess of an amount determined from time to time by the Trust’s Board of Trustees and disclosed in the Trust’s prospectus. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan unless and until the Underwriter has received the corresponding payment from the Trust pursuant to the Trust’s Rule 12b-1 plan. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust’s Rule 12b-1 plan if (i) the Trust’s Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. The Trust’s prospectus or statement of additional information may provide further details about such payments and the provisions and terms of the Trust’s Rule 12b-1 plan, and the Company hereby agrees that neither the Trust, MFS nor the Underwriter has made any representations to the Company with respect to the Trust’s Rule 12b-1 plan in addition to, or conflicting with, the description set forth in the Trust’s prospectus. 5.6. In calculating the payments due under this Agreement, the Company agrees that it will permit MFS or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company’s compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFS, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFS that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares 36175 and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to ___% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. 5.1 The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. 5.2 The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies.funded 5.3. 5.3 The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4 MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios in the Trust, equal to 0.20% per annum of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust. except that, except that if to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III ill and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, . other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus supplements and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b-l under the 1940 Act0000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus supplements and statement of ()f additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.20% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses prospectuses, any supplements thereto, and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 12b-l under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 l2b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 l2b-l under the 1940 Act0000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. 5.1 The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. 5.2 The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports report to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. 5.3 The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. With respect to the Service Class Shares of a Portfolio, the Trust may make payments quarterly to the Underwriter under a Portfolio's Rule 12b-1 plan, and the Underwriter may in turn use these payments to pay or reimburse the Company for expenses incurred or paid (as the case may be) by the Company attributable to Policies offered by the Company, provided that no such payment shall be made with respect to any quarterly -------- period in excess of an amount determined from time to time by the Trust's Board of Trustees and disclosed in the Trust's prospectus. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust's Rule 12b-1 plan unless and until the Underwriter has received the corresponding payment from the Trust pursuant to the Trust's Rule 12b-1 plan. The Underwriter shall not be required to provide any payment to the Company with respect to any quarterly period pursuant to the Trust's Rule 12b-1 plan if (i) the Trust's Rule 12b-1 plan is no longer in effect during such quarterly period; or (ii) regulatory changes result in the rescission of Rule 12b-1 or otherwise prohibit the making of such payments. The Trust's prospectus or statement of additional information may provide further details about such payments and the provisions and terms of the Trust's Rule 12b-1 plan, and the Company hereby agrees that neither the Trust, MFS nor the Underwriter has made any representations to the Company with respect to the Trust's Rule 12b-1 plan in addition to, or conflicting with, the description set forth in the Trust's prospectus. 5.5. In calculating the payments due under this Agreement, the Company agrees that it will permit MFS or its representatives to have reasonable access to its employees and records for the purposes of monitoring of the quality of the services provided hereunder, verifying the Company's compliance with the terms of this Agreement and verifying the accuracy of any information provided by the Company that forms the basis of the fee calculations. In addition, if requested by MFS, the Company will provide a certification (which may take the form of a control report or set of agreed upon standards) satisfactory to MFS that certifies the performance of the services by the Company and the accuracy of information provided by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse ieimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation forcon~pensationfor, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the TrustTnlst's registration statement, and payment of filing fees and registration fees; : preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III UI above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will monthly reimburse the Company certain of the administrative costs and expenses by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust equal to 0.20% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates. In no event shall such fee be paid by the Trust. its shareholders or by the Policy holders.

Fees and Expenses. 5.1. 5.1 The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee Fund shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing shares of the Trust's registration statement, and payment of filing fees and registration feesPortfolios; preparation and filing of the Trust's Portfolios' prospectus(es) and the Fund Registration Statement, proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (relating to the extent provided by and as determined in accordance with Article III above)Portfolios; setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all other statements and notices relating to the Portfolios required of the Trust by any federal or state law with respect law; payment of all applicable fees, including, without limitation, all fees due under Rule 24f-2 of the 1940 Act relating to its Sharesthe Portfolios; and all taxes on the issuance or transfer of the Shares; Portfolios' shares. The Fund shall bear the cost of text composition, printing, processing, mailing, distributing or electronically delivering and the costs tabulation of distributing the Trust's prospectuses proxy statements and proxy voting instruction solicitation materials to contract owners of Policies funded with respect to proxies sponsored by the Shares and any expenses permitted to be paid or assumed by Fund. 5.2 The Company shall assure that the Trust pursuant to a plan, if any, under Rule 12b-1 Contracts are registered under the 1933 Act or are properly exempt from such registration, and that each Account is registered as a unit investment trust in accordance with the 1940 ActAct or is properly exempt from such registration. The Trust shall In those circumstances where the Company is relying upon a registration exemption, the Company will make every effort to maintain such an exemption and will notify the Fund, the Adviser and DFAS immediately upon having a reasonable basis for believing that such exemption no longer applies or might not bear any expenses of marketing in the Policies. 5.3future. The Company shall bear the expenses for the costs of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies preparation and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and any required filing of the Policies Company's prospectus, offering memoranda, registration statement and other materials and information with respect to the Contracts, including the Application and investment selection forms; preparation of all other statements and notices relating to the Accounts or the Contracts required by any applicable federal or state law; all expenses for the solicitation and sale of the Contracts, including all costs of printing and distributing all copies of advertisements, prospectuses, statements of additional information, and reports to Contract holders and prospective purchasers of the Contracts as required by applicable state and federal law; payment of all applicable fees and taxes relating to the Contracts; all costs of drafting, filing and obtaining approvals of the Contracts in the various jurisdictions under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; all other costs associated with ongoing compliance with all such laws and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsCompany's obligations hereunder.

Fees and Expenses. 5.1. The Neither the Trust nor the Distributor shall pay no any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule C attached hereto, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 the Distributor under this Agreement. Notwithstanding the foregoing, the parties hereto will bear certain expenses under the 1940 Act to finance distribution provisions of this Agreement and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, shall reimburse other parties for expenses initially paid by one party but allocated to another partyparty as set forth herein. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the AccountsAccounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; and all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the PoliciesContracts. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies Contracts and of distributing the Trust's ’s Shareholder reports to Policy Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies Contracts under all applicable federal securities and state laws, including but not limited to state insurance laws; the cost of preparing, printing and distributing the Policy Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule C attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in this Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

Fees and Expenses. 5.1. The Trust Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust Fund may make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the Trust Fund in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust Adviser shall pay, or cause to be paid, all expenses incident to the performance of the Adviser or Funds obligations under this Agreement. The Adviser shall see to it that all its designee shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Adviser shall bear or cause the Fund to bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFund’s shares, including preparation and filing of the Trust's Fund’s prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; Fund’s shares. 5.3. The Adviser will pay or cause to be paid the expenses associated with printing, mailing, distributing, solicitation and the costs tabulation of distributing the Trust's prospectuses and proxy materials to Contract owners with respect to proxies related to the Fund, consistent with applicable provisions of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust Advisor shall not also bear any expenses the expense of marketing printing and postage with respect to Fund prospectuses, annual and semi-annual reports and all other Fund reports delivered to existing Contract owners with value allocated to one or more Designated Portfolios (regardless of whether such documents are printed by the PoliciesFund or the Company). 5.35.4. The Company shall bear the expense of distributing all prospectuses and reports to shareholders (whether for existing Contract owners or prospective Contract owners). The Company shall bear the expense of printing copies of the prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Fund (or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsa Designated Portfolio thereof) is named.

Fees and Expenses. 5.1. 5.1 VCA shall pay or cause to be paid certain fees in accordance with Schedule C. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts or any series of Shares has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, thenthen the Trust, subject such Portfolio, or such series, as the case may be, shall pay the Rule 12b-1 fee to obtaining any required exemptive orders or regulatory approvalsVCA, in its capacity as the Trust may underwriter for the Shares, and VCA shall make payments to the Company or to the underwriter for the Policies if and in accordance with such plan from the amounts of Rule 12b-l fees received by it as may be agreed to by VCA and the Trust in writingCompany from time to time. Each party, however, shall, in accordance with the allocation of expenses specified in Articles Article III and V hereofthis Article V, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its is prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials materials, reports to Shareholders, and reports other communications to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and ’s proxy materials to owners of Policies funded by the Shares. The costs of distributing the Portfolios’ prospectuses, statements of additional information, shareholder reports, and other Shareholder communications to owners of Policies funded by Shares and any expenses permitted to of the Portfolios shall be paid or assumed borne by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actrelevant Portfolio. The Trust shall not bear any expenses of marketing the Policies. 5.3. 5.2 The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales Portfolios’ prospectuses, statement of the Policies additional information, shareholder reports, and of distributing the Trust's Shareholder reports any other communications to Policy owners, except for distributing such materials to owners of policies funded by Shares of the Portfolios, as provided for in Section 5.1 above. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing printing, and distributing the Policy prospectus and statement of additional information; information and the cost of preparing, printing printing, and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.3 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. All expenses incident to performance by the Company under this Agreement shall be paid by the Company.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b-l under the 1940 Act1900 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.15% per annum of the net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to $100 million and 0.20% per annum of the net assets of the Trust attributable to such contracts over $100 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to % per annum of the average daily net assets of the Trust attributable to variable life or variable annuity contracts offered by Company or its affiliates up to $300 million and % per annum of the average daily net assets of the Trust attributable to such contracts upon such assets attributable to the Company exceeding $300 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policyholders.

Fees and Expenses. 5.1. 5.1 The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. 5.2 The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. 5.3 The Company shall bear the expenses of distributing the Shares' Share's prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials and reports to the Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. 5.1 The Trust and Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may shall instruct the underwriter of its shares to make payments to the Company or to the underwriter for the Policies Contracts if and in amounts agreed to by the underwriter in writing and such payments will be made out of existing fees otherwise payable to the underwriter, past profits of the underwriter or other resources available to the underwriter. No such payments shall be made directly by the Trust. 5.2 All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall be responsible for ensuring that all its shares are registered and authorized for issuance in writing. Each partyaccordance with applicable federal law and, however, shallif and to the extent deemed advisable by the Trust, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsTrust's shares, including preparation and filing of the Trust's prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; reports, setting the prospectus in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, all taxes on the issuance or transfer of the Shares; and Trust's shares. 5.3 The Trust shall bear the costs expense of distributing printing the Trust's prospectuses and proxy materials to prospectus for owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by Contracts, who are invested in the Trust on or about the date of the Trust's then-current prospectus, pursuant to a plan, if any, under Rule 12b-1 under the 1940 ActSection 3.1 of this Agreement. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall also bear the expenses expense of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing printing the Trust's Shareholder proxy materials and reports to Policy such Contract owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.. 5.4 MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to ________% per annum of the aggregate net assets of the Trust attributable to variable life or variable annuity contracts offered by the Company or its affiliates up to $100 million and ________% per annum of the net assets of the Trust attributable to such contracts over $100 million. In no event shall such fee be paid by the Trust, its shareholders or by the Policy holders

Fees and Expenses. 5.14.1 In consideration for the services to be provided hereunder, the Company will be entitled to receive from the Distributor, on behalf of each Fund, and SIMC the fees as set forth in Schedule D attached hereto. The Trust shall pay no fee parties agree that the fees payable by the Distributor from the Funds are solely for shareholder servicing and other administrative services provided hereunder by the Company and do not constitute payment in any manner for investment advisory or other compensation distribution services. As set forth in Schedule D, each Fund’s payment obligation is limited to amounts properly available under each Fund’s applicable shareholder servicing plan and, to the Company under this Agreementextent, and due to Fund waivers or otherwise, amounts available are less than the full amounts noted in Schedule D, SIMC shall be responsible to pay such difference. 4.2 The Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts the Distributor, although the parties will bear certain expenses as provided herein. 4.3 All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party. The Trust shall ensure that the Funds’ Shares are registered and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution authorized for issuance in accordance with applicable federal law and, if and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent advisable by the Trust in writing. Each party, however, shallTrust, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds’ Shares, including preparation and filing of the Trust's Funds’ prospectus and registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type reports, and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law law. 4.4 The Trust, at its expense, shall provide the Company with respect to its Shares; all taxes on the issuance or transfer copies of the Shares; Funds’ proxy statements, reports to shareholders, and other communications (except for prospectuses, which are covered in Section 3.6) to shareholders in such quantity as the costs of Company shall reasonably require for distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 ActContract owners. The Trust shall not bear any the expense of mailing such proxy materials in the event the proxy vote is a result of actions initiated by the Trust. 4.5 Except as provided in this Section 4.5, all expenses of marketing setting in type and printing and distributing Fund prospectuses and statements of additional information, or supplements thereto, shall be the Policies. 5.3expense of the Company. The For prospectuses and statements of additional information provided by the Company to its existing owners of Contracts who currently own Shares of one or more of the Funds, in order to update disclosure as required by the 1933 Act and/or the 1940 Act, the cost of setting in type and printing shall be borne by the Trust. If the Company chooses to receive camera-ready film or computer media in lieu of receiving printed copies of the Funds’ prospectus, the Funds shall bear the cost of providing a print-ready copy of the Funds’ prospectus to the Company in the format in which the Funds are accustomed to formatting prospectuses, and the Company shall bear the expenses expense of distributing adjusting or changing the Shares' prospectus or format to conform with any of its prospectuses. In such event, the Funds will reimburse the Company in an amount equal to the product of x and y where x is the number of such prospectuses in connection with new sales distributed to owners of the Policies Contracts who currently own shares of one or more of the Funds’ Portfolios, and y is the Funds’ per unit cost of distributing typesetting and printing the Trust's Shareholder reports to Policy ownersFunds’ prospectus. The Company same procedure shall bear all expenses associated be followed with respect to the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and Funds’ statement of additional information; and . The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Funds’ expenses do not include the cost of preparingprinting, printing typesetting, and distributing annual individual account any prospectuses or statements for Policy of additional information other than those actually distributed to existing owners as required by state insurance lawsof the Contracts who currently own shares of one or more of the Funds.

Fees and Expenses. 5.16.1. All expenses incident to performance by the Funds under this Agreement shall be paid by the Funds. The Trust Distributor shall pay no fee or other compensation see to it that all Fund shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent deemed advisable by the Trust in writing. Each party, however, shallsuch Fund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Funds shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds' shares, including preparation and filing of the Trust's registration statement, and payment of filing fees Funds' prospectuses and registration fees; preparation and filing of the Trust's statements, proxy materials and reports to Shareholders; reports, setting the prospectuses in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and each Fund's shares. The Fund shall bear the costs expenses of distributing the TrustFund's proxy materials and reports to existing Contract owners. 6.2. The Company shall bear the expense of distributing all prospectuses and proxy materials reports to shareholders (whether for existing Contract owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actprospective Contract owners). The Trust Company shall not bear any expenses the expense of marketing printing copies of the Policies. 5.3prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Issuer (or prospectuses a Designated Fund thereof) is named. 6.3. Distributor acknowledges that it will derive a substantial savings in connection with new sales administrative expenses, such as reduction in expenses related to postage, shareholder communications and recordkeeping, by virtue of having a single shareholder account per Fund for the Accounts rather than having each Participant as a shareholder. In consideration of performance of the Policies Administrative Services by the Company, Distributor will pay the Company a fee (the "Administrative Services Fee") of 25 basis points (0.25%) of the average aggregate amount of Advisor Class shares of the Funds held in the Account under this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.3 at the end of each calendar quarter and of distributing will make such payment to the Trust's Shareholder reports to Policy ownersCompany within 30 days thereafter. The parties acknowledge that the payments received by the Company shall bear all expenses associated with the registration, qualification, under this Section 6.3 are for administrative and filing shareholder services only and do not constitute payment in any manner for investment advisory services or for costs of distribution. 6.4. In consideration of performance of the Policies Distribution Services specified on Schedule D by the Company, Distributor will pay the Company a fee (the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount invested by the Company in Advisor Class shares of the Funds under applicable federal securities this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.4 at the end of each calendar quarter and state insurance laws; will make such payment to the cost Company within 30 days thereafter. 6.5. For the purposes of preparingcomputing the payment to the Company contemplated by this Article 6, printing the average aggregate amount invested by the Account in the Funds over a one month period shall be computed by totaling the Account's aggregate investment (share net asset value multiplied by total number of shares of the Funds held by the Account) on each Business Day during the month and distributing dividing by the Policy prospectus total number of Business Days during such month. 6.6. Distributor will calculate the amount of the payment to be made pursuant to this Article 6, at the end of each calendar quarter and will make such payment to the Company within 30 days thereafter. The check for such payment will be accompanied by a statement showing the calculation of additional information; the amounts being paid by Distributor for the relevant months and such other supporting data as may be reasonably requested by the cost of preparingCompany and shall be mailed to: Security Distributors, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsInc. ----------------------------------------------- 000 XX Xxxxxxxx ----------------------------------------------- Topeka, KS 66636 ----------------------------------------------- Attention: Xxxxx Xxxxxxxxxx -- Finance ----------------------------------------------- Phone No.: (000)000-0000 ----------------------------------------------- Fax No.: (000)000-0000

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b-l under the 1940 Act0000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's ’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's ’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's ’s prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' ’ prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's ’s Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws. 5.4. MFS will quarterly reimburse the Company certain of the administrative costs and expenses incurred by the Company as a result of operations necessitated by the beneficial ownership by Policy owners of shares of the Portfolios of the Trust, equal to 0.20% per annum of the aggregate net assets of the Trust attributable to such Policy owners. In no event shall such fee be paid by the Trust, its shareholders or by the Policyholders.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 l2b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded fended by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 l2b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing tiling of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 12b- I under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 12b- I under the 1940 Act0000 Xxx. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional informationinformation to other than existing Policy owners; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if that, to the extent the Trust or any Portfolio adopts has adopted and implements implemented a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and for Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, then the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writingaccordance with such plan. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration 36175 v:\lawnorth\ann\calvert\scheduleb.wpd -140- statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.1. The Trust shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to by the Trust in writing. Each party, however, shall, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses expense initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Shareholders (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and (subject to Section 5.3) the costs of distributing the Trust's prospectuses and proxy materials to owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Policies. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Policies and of distributing the Trust's Shareholder reports and proxy materials to Policy owners. The Company shall bear all expenses associated with the registration, qualification, and filing of the Policies under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Policy prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Policy owners as required by state insurance laws.

Fees and Expenses. 5.16.1. All expenses incident to performance by the Funds under this Agreement shall be paid by the Funds. The Trust Distributor shall pay no fee or other compensation see to it that all Fund shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Trust, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and Shareholder servicing expenses, then, subject to obtaining any required exemptive orders or regulatory approvals, the Trust may make payments to the Company or to the underwriter for the Policies if and in amounts agreed to extent deemed advisable by the Trust in writing. Each party, however, shallsuch Fund, in accordance with the allocation of expenses specified in Articles III and V hereof, reimburse other parties for expenses initially paid by one party but allocated applicable state laws prior to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts. 5.2their sale. The Trust or its designee Funds shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state lawsFunds' shares, including preparation and filing of the Trust's registration statement, and payment of filing fees Funds' prospectuses and registration fees; preparation and filing of the Trust's statements, proxy materials and reports to Shareholders; reports, setting the prospectuses in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); type, setting in type and printing the proxy materials and reports to Shareholders shareholders (to including the extent provided by and as determined in accordance with Article III abovecosts of printing a prospectus that constitutes an annual report); , the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; law, and all taxes on the issuance or transfer of the Shares; and each Fund's shares. The Fund shall bear the costs expenses of distributing the TrustFund's proxy materials and reports to existing Contract owners. 6.2. The Company shall bear the expense of distributing all prospectuses and proxy materials reports to shareholders (whether for existing Contract owners of Policies funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Actprospective Contract owners). The Trust Company shall not bear any expenses the expense of marketing printing copies of the Policies. 5.3prospectus for the Contracts for use with prospective Contract owners. The Company shall bear the expenses incident to (including the costs of distributing printing) sales literature and other promotional material that the Shares' prospectus Company develops and in which the Issuer (or prospectuses a Designated Fund thereof) is named. 6.3. Distributor acknowledges that it will derive a substantial savings in connection with new sales administrative expenses, such as reduction in expenses related to postage, shareholder communications and recordkeeping, by virtue of having a single shareholder account per Fund for the Accounts rather than having each Participant as a shareholder. In consideration of performance of the Policies Administrative Services by the Company, Distributor will pay the Company a fee (the "Administrative Services Fee") of 25 basis points (0.25%) of the average aggregate amount of Advisor Class shares of the Funds held in the Account under this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.3 at the end of each calendar quarter and of distributing will make such payment to the Trust's Shareholder reports to Policy ownersCompany within 30 days thereafter. The parties acknowledge that the payments received by the Company shall bear all expenses associated with the registration, qualification, under this Section 6.3 are for administrative and filing shareholder services only and do not constitute payment in any manner for investment advisory services or for costs of distribution. 6.4. In consideration of performance of the Policies Distribution Services specified on Schedule D by the Company, Distributor will pay the Company a fee (the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount invested by the Company in Advisor Class shares of the Funds under applicable federal securities this Agreement. Distributor will calculate the amount of the payment to be made pursuant to this Section 6.4 at the end of each calendar quarter and state insurance laws; will make such payment to the cost Company within 30 days thereafter. 6.5. For the purposes of preparingcomputing the payment to the Company contemplated by this Article 6, printing the average aggregate amount invested by the Account in the Funds over a one month period shall be computed by totaling the Account's aggregate investment (share net asset value multiplied by total number of shares of the Funds held by the Account) on each Business Day during the month and distributing dividing by the Policy prospectus total number of Business Days during such month. 6.6. Distributor will calculate the amount of the payment to be made pursuant to this Article 6, at the end of each calendar quarter and will make such payment to the Company within 30 days thereafter. The check for such payment will be accompanied by a statement showing the calculation of additional information; the amounts being paid by Distributor for the relevant months and such other supporting data as may be reasonably requested by the cost of preparingCompany and shall be mailed to: Security Distributors, printing and distributing annual individual account statements for Policy owners as required by state insurance lawsInc. 700 SW Harrison Xxxxxx, KS 66636 Attention: Tammy Brownfield - Finance Phone No.: (785) 431-3279 Fax No.: (785) 368-1356