Common use of PROSPECTUS AND PROXY STATEMENTS Clause in Contracts

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its sharesFund. 3.2 TRUST 5.2 At least annually, the Fund or its designee shall provide LIFE COMPANYthe Company, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Fund or its designee shall provide LIFE COMPANYthe Company, at LIFE COMPANY's the Company’s expense, with as many more copies of the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe Company in lieu thereof, TRUST the Fund or its designee shall provide such documentation (including in a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the mutually agreeable form sent to the financial printer) and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Fund Shares and any other fund shares offered as investments for the Variable Contracts printed together in one document. The ; the reasonable expenses of such printing will to be apportioned between LIFE COMPANY the Company and TRUST the Trust or its designee in proportion to the number of pages of the Variable Contract and TRUST prospectusrespective prospectuses; the Company may elect to print the Prospectus in combination with other fund companies’ prospectuses. The Fund’s obligation to pay printing expenses under the previous sentence shall not exceed what the Funds would have expended for printing had it used its own printing protocol. In any event, taking account of other relevant factors affecting the expense of printingCompany shall ensure that, such except as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded expressly authorized in writing by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documents relating documentation has been furnished to the Separate AccountCompany or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee; provided, however, LIFE COMPANY and further provided that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts Contract policies not funded by the shares. In Shares. 5.3 The Fund shall provide the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette formatCompany with copies of the Fund’s proxy statements, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed Fund reports to formatting prospectuses shareholders, and shall bear the expense of providing the prospectus (or prospectuses) other Fund communications to shareholders in such format (e.g. typesetting expenses)quantity as the Company shall reasonably require for distributing to Owners at the Fund’s expense. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Fund’s proxy statements, Fund reports to shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Fund communications to conform with any of its prospectusesshareholders. 3.3 TRUST 5.4 The Fund will provide LIFE COMPANY the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Company will provide TRUST the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 4.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its sharesFund. 3.2 TRUST 4.2 At least annually, the Fund or its designee shall provide LIFE COMPANYthe Company, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such sharesShares. TRUST The Fund or its designee shall provide LIFE COMPANYthe Company, at LIFE COMPANYthe Company's expense, with as many more copies of the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe Company in lieu thereof, TRUST the Fund or its designee shall provide such documentation (including in a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the mutually agreeable form sent to the financial printer) and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document. The expenses of , provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such printing will be apportioned between LIFE COMPANY and TRUST in proportion documentation has been furnished to the number of pages Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after it has been furnished to the Company or its designee. 4.3 The Fund shall provide the Company with copies of the Fund's proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Variable Contract owners. Alternatively and TRUST prospectusin lieu thereof, taking account the Company may elect to print at its own expense any of other relevant factors affecting the expense of printingFund's proxy statements, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Fund reports to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses)shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Fund communications to conform with any of its prospectusesshareholders. 3.3 TRUST 4.4 The Fund will provide LIFE COMPANY the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Company will provide TRUST the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST (or individual Portfolio) documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and the current prospectus for the TRUST. For purposes of Us Article 111, if LIFE COMPANY so requests, TRUST will provide a separate prospectus for each TRUST Portfolio used in proportion a particular Separate Account, provided such prospectus is contained in the TRUST's currently effective registration statement. Should LIFE COMPANY wish to the number print any of pages of the Variable Contract and TRUST prospectusthese documents in a format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) camera-ready copies of the event that LIFE COMPANY requests that TRUST or its designee provide individual Portfolio prospectuses filed as part of the TRUST's prospectus in registration statement; (iii) a "camera ready" or diskette format, TRUST shall be responsible copy of the statement of additional information suitable for providing duplication; (iv) camera-ready copy of proxy material suitable for printing; and (v) camera-ready copy of the prospectus (or prospectuses) in annual and semi-annual reports for printing by the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly within 20 days after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly and the TRUST within 20 days after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST (or individual Portfolio) documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and the current prospectus for the TRUST. For purposes of this Article 111, if LIFE COMPANY so requests, TRUST will provide a separate prospectus for each TRUST Portfolio used in proportion a particular Separate Account, provided such prospectus is contained in the TRUST's currently effective registration statement. Should LIFE COMPANY wish to the number print any of pages of the Variable Contract and TRUST prospectusthese documents in a format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) camera-ready copies of the event that LIFE COMPANY requests that TRUST or its designee provide individual Portfolio prospectuses filed as part of the TRUST's prospectus in registration statement; (iii) a "camera ready" or diskette format, TRUST shall be responsible copy of the statement of additional information suitable for providing duplication; (iv) camera-ready copy of proxy material suitable for printing; and (v) camera-ready copy of the prospectus (or prospectuses) in annual and semi-annual reports for printing by the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly within 20 days after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly and the TRUST within 20 days after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 3.1. The Trust shall prepare and be responsible for filing file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe Trust. 3.2. TRUST shall The Trust will bear the printing costs of registration and qualification of shares mailing costs associated with the delivery of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus following Trust (or prospectuses)individual Fund) documents, statements of additional informationand any supplements thereto, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners of the Life Company who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The Life Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. The Life Company shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of the Life Company whose Variable Contracts Contract values are funded invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies a duly authorized officer of the current prospectus (or prospectuses) for Life Company attesting to the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers accuracy of Variable Contractsthe information contained in the letter. If requested by LIFE COMPANYthe Life Company, TRUST or its designee the Trust shall provide such documentation (including a "camera ready" final copy of the current Trust's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if Life Company to print together in one document the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts issued by the Life Company and the current prospectus (or prospectuses) for the TRUST shares printed together Trust. Should the Life Company wish to print any of these documents in one document. The expenses of such printing will be apportioned between LIFE COMPANY a format different from that provided by the Trust, Life Company shall provide the Trust with sixty (60) days' prior written notice and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST Life Company shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of printing the TRUST prospectus portion of such document for distribution only Trust and with respect to prospective Variable Contract owners of existing Variable Contracts funded by the TRUST shares Life Company: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and LIFE COMPANY shall bear semi-annual reports suitable for printing. The Life Company will pay all the expense of expenses for printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesmailing these documents. 3.3 TRUST 3.4. The Trust will provide LIFE COMPANY the Life Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly Fund after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Life Company will provide TRUST the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5. The Life Company agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding the Life Company provided in writing by that party, the Life Company shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Contracts.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs (including postage) associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The TRUST may elect to retain, at its own expense, a proxy statements solicitation firm to perform some or all of the tasks necessary for the shares LIFE COMPANY to obtain voting instructions from Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type ortype, at the request of LIFE COMPANY, as a diskette camera-ready copy or in the form sent to the financial printerprint ready PDF electronic format ) and other assistance as is reasonably necessary in order for LIFE COMPANY to print the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentTRUST. The expenses of such printing will be apportioned between Should LIFE COMPANY and TRUST wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform cost associated with any of its prospectusesformat change. 3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY: (i) camera-ready copy or an electronic copy in print ready PDF format of the current prospectus for printing by the LIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY. 3.4 TRUST will provide LIFE COMPANY COMPANY, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST TRUST, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ’40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts FUND shares and the prospectus (or prospectuses) prospectuses for other funds serving as underlying investments for the TRUST shares Variable Contract printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract FUND's prospectus and TRUST prospectusthe total number of pages of prospectus of other underlying funds, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Accountremaining expense; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST 5.2 At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements if requested by Company) for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Trust or its designee shall also provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the Company in PDF only the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST the Company the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and and/or the prospectus (or prospectuses) for the TRUST Trust Shares and/or any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document. The expenses of , provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such printing will be apportioned between LIFE COMPANY and TRUST in proportion documentation has been furnished to the number of pages Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it has been furnished to the Company or its designee. 5.3 The Trust, at the Trust’s expense, shall provide the Company with copies of the Variable Contract Trust’s proxy statements, Trust reports to shareholders, and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Trust communications to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus shareholders in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) PDF in such format (e.g. typesetting expenses)quantity as the Company shall reasonably require for distributing to Owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Trust's proxy statements, Trust reports to shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Trust communications to conform with any of its prospectusesshareholders. 3.3 TRUST 5.4 Upon reasonable request, the Trust will provide LIFE COMPANY the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon reasonable request, the Company will provide TRUST the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements supple­ments to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. FUND, at its expense, will provide LIFE COMPANY with as many copies of its proxy statement, annual and semi-annual reports to shareholders as LIFE COMPANY may reasonably require for distribution to existing Variable Contract owners. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST (or individual Portfolio) documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and the current prospectus for the TRUST. For purposes of this Article III, if LIFE COMPANY so requests, TRUST will provide a separate prospectus for each TRUST Portfolio used in proportion a particular Separate Account, provided such prospectus is contained in the TRUST's currently effective registration statement. Should LIFE COMPANY wish to the number print any of pages of the Variable Contract and TRUST prospectusthese documents in a format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) camera-ready copies of the event that LIFE COMPANY requests that TRUST or its designee provide individual Portfolio prospectuses filed as part of the TRUST's prospectus in registration statement; (iii) a "camera ready" or diskette format, TRUST shall be responsible copy of the statement of additional information suitable for providing duplication; (iv) camera-ready copy of proxy material suitable for printing; and (v) camera-ready copy of the prospectus (or prospectuses) in annual and semi-annual reports for printing by the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly within 20 days after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly and the TRUST within 20 days after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ’40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST 5.2 At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements if requested by Company) for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Trust or its designee shall also provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the Company in PDF only the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST the Company the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company’s expense together in one document. The expenses of , provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such printing will be apportioned between LIFE COMPANY and TRUST in proportion documentation has been furnished to the number of pages Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it has been furnished to the Company or its designee. 5.3 The Trust, at the Trust’s expense, shall provide the Company with copies of the Variable Contract Trust’s proxy statements, Trust reports to shareholders, and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Trust communications to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus shareholders in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) PDF in such format (e.g. typesetting expenses)quantity as the Company shall reasonably require for distributing to Owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Trust’s proxy statements, Trust reports to shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Trust communications to conform with any of its prospectusesshareholders. 3.3 TRUST 5.4 Upon reasonable request, the Trust will provide LIFE COMPANY the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon reasonable request, the Company will provide TRUST the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi- annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. TRUST, upon request of LIFE COMPANY, will provide LIFE COMPANY with electronic copies of TRUST'S prospectus for use by LIFE COMPANY in the delivery of the TRUST'S prospectus on an individual basis to current and prospective Variable Contract Owners. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares, and any expenses permitted to be paid or assumed by the TRUST pursuant to Rule 12b-1 under the 40 Act. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of will bear the current prospectus printing costs (or prospectuses)duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts) or rather may provide the LIFE COMPANY with a sufficient number of printed documents pertaining to the following materials: (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon submission of any bills, LIFE COMPANY will provide TRUST with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printerelectronic pdf format) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST in proportion to the number of pages of current prospectus for the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide, the LIFE COMPANY, at the Trust’s expense, with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY: (i) electronic PDF format of the current prospectus for printing by the LIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) electronic PDF format of proxy material suitable for printing; and (iv) electronic PDF format of the annual and semi-annual reports for printing by the LIFE COMPANY. 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY will bear all costs associated with providing copies of prospectuses, statements of additional information, annual and semi-annual reports and other TRUST-related materials to prospective Variable Contract owners.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST, NBMI AND LIFE COMPANY shall allocate costs and expenses under this Agreement in accordance with the Expense Schedule set forth in Appendix D. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to TRUST documents with respect to which TRUST or NBMI is responsible for under Appendix D to TRUST for reimbursement. LIFE COMPANY shall monitor such costs and shall use its designee shall best efforts to control these costs. LIFE COMPANY will provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and TRUST on a semi-annual reports and proxy statements for the shares basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in a format different from that provided by TRUST, LIFE COMPANY shall provide TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) camera-ready copy of the event that LIFE COMPANY requests that TRUST or its designee provide individual Portfolio prospectuses filed as part of TRUST's prospectus in registration statement; (iii) a "camera ready" or diskette format, TRUST shall be responsible copy of the statement of additional information suitable for providing duplication; (iv) camera-ready copy of proxy material suitable for printing; and (v) camera-ready copy of the prospectus (or prospectuses) in annual and semi-annual reports for printing by the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 It is understood and agreed that, except with respect to information regarding LIFE COMPANY provided in writing by that party, LIFE COMPANY is not responsible for the content of the prospectus or SAI for the Portfolio(s). It is also understood and agreed that, except with respect to information regarding the TRUST or the Portfolio(s) provided in writing by the TRUST or NBMI, neither the TRUST nor NBMI is responsible for the content of the prospectus or SAI for the Variable Contracts. 3.6 The TRUST will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the TRUST will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the TRUST currently intends, comply with Section 16(c) of the 1940 Act with respect to shareholder meetings to consider the removal of a trustee (although the TRUST is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the TRUST will act in accordance with the SEC's interpretation of the requirements of Section 16 (a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. The TRUST or its designee shall bear the cost of printing and duplicating such documents for existing Variable Contract owners. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. LIFE COMPANY or its designee shall bear the cost of printing, duplicating and mailing of such documents to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. TRUST shall bear the cost of printing, duplicating and mailing of proxy statements to existing Variable Contract owners. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), ,_ prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one ,document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by LIFE COMPANY; (ii) a copy of the shares. In statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the event that annual and semi-annual reports for printing by LIFE COMPANY. 3.4 TRUST shall compensate LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) reasonable out-of-pocket costs incurred by LIFE COMPANY in the format in which it is accustomed to formatting prospectuses and shall bear the expense solicitation of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform voting instructions from Variable Contract owners associated with any of its prospectusesTRUST proxy solicitation for shareholder meetings. 3.3 3.5 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority, or 3.6 N&B MANAGEMENT, at its expense, will-provide LIFE COMPANY with a reasonable supply of TRUST prospectuses to be used in connection with the solicitation of prospective Variable Contract owners by LIFE COMPANY, it being understood that reasonable allocations will be made in cases where such TRUST prospectus is printed on a combined basis with the prospectus for the Variable Contracts.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.4 The FUND, at its expense, shall provide the LIFE COMPANY with copies of its proxy materials, periodic reports to shareholders and other communications to shareholders in such quantity as the LIFE COMPANY shall reasonably require for purposes of distributing to owners of Variable Contacts issued by the LIFE COMPANY. The FUND, at the LIFE COMPANY's expense, shall provide the LIFE COMPANY with copies of its periodic reports to shareholders and other communications to shareholders in such quantity as the LIFE COMPANY shall reasonably request for use in connection with offering the Variable Contracts issued by the LIFE COMPANY. If requested by the LIFE COMPANY in lieu thereof, the FUND shall provide such documentation (including a final copy of the FUND's proxy materials, periodic reports to shareholders and other communications to shareholders, as set in type or in camera-ready copy) and other assistance as reasonably necessary in order for the LIFE COMPANY to print such shareholder communications for distribution to owners of Variable Contacts issued by the LIFE COMPANY.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation ([including a "camera ready" copy of the current prospectus (or prospectuses) for the Portfolios used in THE LIFE COMPANY'S Variable Contracts as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) ] and other assistance as is reasonably necessary in order for the parties hereto once a year ([or more frequently if the prospectus (or prospectuses) ), for such Portfolios for the shares is supplemented or amended) ] to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments or supplements thereto within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after and its investment in Trust and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY, free of charge, with as many copies of the current prospectus : (or prospectuses), i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and proxy statements for the shares shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi- annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.4 The prospectus for the Portfolios shall state that the Statement of Additional Information for the Portfolios is available from FUND or its designee. FUND or its designee, at its expense, shall print and provide such statement of additional information to LIFE COMPANY (or a master of such statement suitable for duplication by LIFE COMPANY) for distribution to any owner of a Variable Contract funded by the Portfolios. FUND or its designee, at LIFE COMPANY's expense, shall print and provide such statement to LIFE COMPANY (or a master of such statement suitable for duplication by LIFE COMPANY) for distribution to a prospective purchaser who requests such statement or to an owner of a Variable Contract not funded by the Portfolio. 3.5 FUND, at its expense, shall provide LIFE COMPANY with copies of its proxy statements, reports to shareholders, and other communications (except for prospectus and statements of additional information, which are covered above) to shareholders in such quantity as LIFE COMPANY shall reasonably require for distributing to contract owners. FUND or its designee shall bear the reasonable cost of printing, duplicating, and mailing of these documents to current contract owners.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the PortfoliosFunds, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 At least annually, TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios Funds as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and (b) TRUST in proportion to the number of pages of the Variable Contract and TRUST shares' prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall to bear the cost of printing the TRUST shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY Life Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios Funds promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’S prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts and funds in the Variable Contracts): (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). LIFE COMPANY will deliver such prospectuses), statements of additional information, annual proxy statements and periodic reports of the Trust as required to be delivered under applicable federal or state law in connection with the offer, sale or acquisition of the Variable Contracts. LIFE COMPANY will submit any bills for printing, duplicating, mailing costs and/or costs associated with electronic delivery, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual reports and proxy statements for the shares basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUSTs prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account that invests in the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ‘40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner. 3.6 Nothwithstanding Section 3.4 of this Agreement, TRUST shall furnish to LIFE COMPANY at least ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting LIFE COMPANY, the Separate Accounts, or the Variable Contracts issued by LIFE COMPANY. Nothwithstanding Section 3.4 of this Agreement, LIFE COMPANY shall furnish to TRUST at least ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting TRUST.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's ’s expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "“camera ready" ” copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's ’s prospectus in a "“camera ready" ” or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST Except for the costs and fees the Distributor is obligated to pay pursuant to its distribution agreement with the FUND, the FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's expense, with as many more copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe COMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares and any other fund shares offered as investments for the Variable Contracts printed together in one document. The expenses of such printing will be apportioned between LIFE (a) the COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract Contract, other fund shares prospectuses and TRUST the Fund shares prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and LIFE the COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE the COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE the COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. Furthermore, the COMPANY shall be reimbursed for distribution expenses as provided for in the Distribution Plan attached hereto as Appendix C under the terms and conditions set forth in such Distribution Plan. 3.3 TRUST FUND will provide LIFE the COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE The COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi- annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account B promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 3.1. The Trust shall prepare and be responsible for filing file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe Trust. 3.2. TRUST shall The Trust will bear the printing costs of registration and qualification of shares mailing costs associated with the delivery of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus following Trust (or prospectuses)individual Fund) documents, statements of additional informationand any supplements thereto, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners of the Life Company who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The Life Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. The Life Company shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of the Life Company whose Variable Contracts Contract values are funded invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies a duly authorized officer of the current prospectus (or prospectuses) for Life Company attesting to the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers accuracy of Variable Contractsthe information contained in the letter. If requested by LIFE COMPANYthe Life Company, TRUST or its designee the Trust shall provide such documentation (including a "camera ready" final copy of the current Trust's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if Life Company to print together in one document the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts issued by the Life Company and the current prospectus (or prospectuses) for the TRUST shares printed together Trust. Should the Life Company wish to print any of these documents in one document. The expenses of such printing will be apportioned between LIFE COMPANY a format different from that provided by the Trust, Life Company shall provide the Trust with sixty (60) days' prior written notice and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST Life Company shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of printing the TRUST prospectus portion of such document for distribution only Trust and with respect to prospective Variable Contract owners of existing Variable Contracts funded by the TRUST shares Life Company: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and LIFE COMPANY shall bear semi-annual reports suitable for printing. The Life Company will pay all the expense of expenses for printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesmailing these documents. 3.3 TRUST 3.4. Upon request by Life Company, the Trust will provide LIFE COMPANY the Life Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly Fund after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon request by the Trust, the Life Company will provide TRUST the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5. The Life Company agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding the Life Company provided in writing by that party, the Life Company shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Contracts.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 3.1. The Trust shall prepare and be responsible for filing file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe Trust. 3.2. TRUST shall The Trust will bear the printing costs of registration and qualification of shares mailing costs associated with the delivery of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus following Trust (or prospectuses)individual Fund) documents, statements of additional informationand any supplements thereto, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners of the Life Company who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The Life Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. The Life Company shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of the Life Company whose Variable Contracts Contract values are funded invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies a duly authorized officer of the current prospectus (or prospectuses) for Life Company attesting to the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers accuracy of Variable Contractsthe information contained in the letter. If requested by LIFE COMPANYthe Life Company, TRUST or its designee the Trust shall provide such documentation (including a "camera ready" final copy of the current Trust's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if Life Company to print together in one document the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts issued by the Life Company and the current prospectus (or prospectuses) for the TRUST shares printed together Trust. Should the Life Company wish to print any of these documents in one document. The expenses of such printing will be apportioned between LIFE COMPANY a format different from that provided by the Trust, Life Company shall provide the Trust with sixty (60) days' prior written notice and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST Life Company shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of printing the TRUST prospectus portion of such document for distribution only Trust and with respect to prospective Variable Contract owners of existing Variable Contracts funded by the TRUST shares Life Company: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and LIFE COMPANY shall bear semi-annual reports suitable for printing. The Life Company will pay all the expense of expenses for printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesmailing these documents. 3.3 TRUST 3.4. The Trust will provide LIFE COMPANY the Life Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly Fund after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Life Company will provide TRUST the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5. The Life Company agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed by Separate Accounts and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding the Life Company provided in writing by that party, the Life Company shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser or the Fund provided in writing by the Trust, Distributor or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Contracts.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements for statement, as well as the shares costs associated with tabulating votes). In the event the TRUST initiates (i) a reorganization of the Portfolios TRUST as defined by Section 2 of the 1940 Act, or (ii) a change in the name of the TRUST or a Portfolio, the TRUST or NB MANAGEMENT as they shall determine among themselves shall reimburse LIFE COMPANY may for LIFE COMPANY's internal and out-of-pocket costs associated with the aforementioned actions. LIFE COMPANY agrees to use its best efforts to minimize any costs incurred under this Section and shall provide NB MANAGEMENT with acceptable documentation of any such costs incurred. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its reasonable best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably request for distribution to requested by TRUST, with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The TRUST will provide written instruction to all Participating Insurance Companies including LIFE COMPANY each time the TRUST amends or supplements a Portfolio's current prospectus or statement of additional information directing the Participating Insurance Companies including LIFE COMPANY as to whether the amendment or supplement is to be provided (a) immediately to existing Variable Contract owners who have Variable Contract value allocated to a Portfolio or (b) is to be held and combined with another TRUST or Variable Contract related mailing as permitted by applicable federal securities laws. The TRUST agrees that the instruction it gives LIFE COMPANY in each instance will be identical to the instruction it provides other Participating Insurance Companies. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST 5.2 At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with in portable document format (I.E., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements if requested by Company) for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Trust or its designee shall also provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the Company in PDF only the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST the Company the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it has been furnished to the Company or its designee. The expenses of such Distributor shall reimburse the Company for the costs associated with printing will be apportioned between LIFE COMPANY and TRUST in proportion delivering prospectuses and supplements to the number of pages exiting Owners of the Variable Contract and TRUST prospectusShares. 5.3 The Trust, taking account at the Trust's expense, shall provide the Company with copies of other relevant factors affecting the expense of printingTrust's proxy statements, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Trust reports to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses)shareholders, and LIFE COMPANY shall bear other Trust communications to shareholders in PDF. Alternatively and in lieu thereof, the expense of adjusting or changing the format Company may elect to conform with print any of its prospectusesthe Trust's proxy statements, Trust reports to shareholders, and other Trust communications to shareholders and the Distributor agrees to reimburse the Company for expenses related to thereto. 3.3 TRUST 5.4 Upon reasonable request, the Trust will provide LIFE COMPANY the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon reasonable request, the Company will provide TRUST the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts Contracts, prospectuses of other funds offered under the Variable Contracts, and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. ADVISER will provide LIFE COMPANY, at the ADVISER's expense, with as many copies of the SAI and any supplements thereto as LIFE COMPANY may reasonably request for distribution, at the ADVISER's expense, to prospective Variable Contract owners and applicants. The FUND will provide, at the FUND's expense, as many copies of the SAI as necessary for distribution, at the FUND's expense to any existing Variable Contract owner who request such statement or whenever state or federal law requires that such statement be provided. The FUND will provide the copies of the SAI to LIFE COMPANY or to its mailing agent. Furthermore, the FUND at its expense, will provide LIFE COMPANY or its mailing agent with copies of its proxy material, if any, reports to existing shareholders/Variable Contract owners and other permissible communications to existing shareholders/Variable Contract owners in such quantity as LIFE COMPANY will reasonably require for distribution, at the Fund's expense. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 3.1. TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 3.2. TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon request, LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3. TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4. TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 3.1. The Trust shall prepare and be responsible for filing file with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe Trust. 3.2. TRUST shall The Trust will bear the printing costs of registration and qualification of shares mailing costs, as summarized in Exhibit C to this Agreement, associated with the delivery of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus following Trust (or prospectuses)individual Fund) documents, statements of additional informationand any supplements thereto, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners of the Life Company who are invested in the Trust: (i) Prospectuses and statements of additional information; (ii) Annual and semi-annual reports; and (iii) Proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The Life Company will submit any bills for printing, duplicating and/or mailing costs, relating to the Trust documents described above, to the Trust for reimbursement by the Trust. The Life Company shall monitor such costs and shall use its best efforts to control these costs. Upon request, the Life Company will provide the Trust on a semi-annual basis, or more frequently as reasonably requested by the Trust, with a current tabulation of the number of existing Variable Contract owners of the Life Company whose Variable Contracts Contract values are funded invested in each Fund. This tabulation will be sent to the Trust in the form of a letter signed by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies a duly authorized officer of the current prospectus (or prospectuses) for Life Company attesting to the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers accuracy of Variable Contractsthe information contained in the letter. If requested by LIFE COMPANYthe Life Company, TRUST or its designee the Trust shall provide such documentation (including a "camera ready" final copy of the current Trust's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if Life Company to print together in one document the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts issued by the Life Company and the current prospectus (or prospectuses) for the TRUST shares printed together in one documentTrust. The expenses of such printing Trust will be apportioned between LIFE COMPANY and TRUST in proportion use its best efforts to provide to the number Life Company Fund annual prospectus updates , Fund annual reports, and Fund semi-annual reports on a timely basis each year. Should the Life Company wish to print any of pages of these documents in a format different from that provided by the Variable Contract Trust, Life Company shall provide the Trust with sixty (60) days' prior written notice and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST Life Company shall bear the cost associated with any format change. 3.3. The Trust will provide, at its expense, the Life Company with the following Trust (or individual Fund) documents, and any supplements thereto, with respect to existing Contract owners who are prospective purchasers of printing the TRUST prospectus portion of such document for distribution only Trust and with respect to prospective Variable Contract owners of existing Variable Contracts funded by the TRUST shares Life Company: (i) The current prospectus suitable for printing; (ii) The current statement of additional information suitable for duplication; (iii) The current proxy material suitable for printing; and (iv) The current annual and LIFE COMPANY shall bear semi-annual reports suitable for printing. As summarized in Exhibit C to this Agreement, the expense Life Company will pay all the expenses for printing and mailing the documents described in Section 3.3 of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesthis Agreement. 3.3 TRUST 3.4. The Trust will provide LIFE COMPANY the Life Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly Fund after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Life Company will provide TRUST the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5. The Life Company agrees that it will cooperate with the Distributor and the Trust by providing to the Distributor and the Trust, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the 1940 Act and any other information pertinent to enabling the Distributor and the Trust to pay registration or other fees with respect to the Trust shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify Trust shares under any applicable laws, rules or regulations in a timely manner. 3.6. Except with respect to information regarding the Life Company provided in writing by that party, the Life Company shall not be responsible for the content of the prospectus or statement of additional information for the Trust. Also, except with respect to information regarding the Trust, Distributor, Adviser, or the Fund provided in writing by the Trust, Distributor, or Adviser, neither the Trust, the Distributor nor Adviser are responsible for the content of the prospectus or statement of additional information for the Variable Contracts.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements for statement, as well as the shares costs associated with tabulating votes). In the event the TRUST initiates (i) a reorganization of the Portfolios TRUST as defined by Section 2 of the 1940 Act, or (ii) a change in the name of the TRUST or a Portfolio,the TRUST or NB MANAGEMENT as they shall determine among themselves shall reimburse LIFE COMPANY may for LIFE COMPANY's internal and out-of-pocket costs associated with the aforementioned actions. LIFE COMPANY agrees to use its best efforts to minimize any costs incurred under this Section and shall provide NB MANAGEMENT with acceptable documentation of any such costs incurred LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its reasonable best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably request for distribution to requested by TRUST, with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The TRUST will provide written instruction to all Participating Insurance Companies including LIFE COMPANY each time the TRUST amends or supplements a Portfolio's current prospectus or statement of additional information directing the Participating Insurance Companies including LIFE COMPANY as to whether the amendment or supplement is to be provided (a) immediately to existing Variable Contract owners who have Variable Contract value allocated to a Portfolio or (b) is to be held and combined with another TRUST or Variable Contract related mailing as permitted by applicable federal securities laws. The TRUST agrees that the instruction it gives LIFE COMPANY in each instance will be identical to the instruction it provides other Participating Insurance Companies. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST The FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe FUND. TRUST The FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, the FUND or its designee shall provide the LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses)prospectus, statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as the LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST The FUND or its designee shall provide the LIFE COMPANY, at the LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as the LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the LIFE COMPANYCOMPANY in lieu thereof, TRUST the FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of the LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between the LIFE COMPANY and TRUST the FUND in proportion to the number of pages of the Variable Contract and TRUST the FUND prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall the FUND to bear the cost of printing the TRUST FUND prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and the LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that the LIFE COMPANY requests that TRUST the FUND or its designee provide TRUSTthe FUND's prospectus in a "camera ready" or diskette format, TRUST the FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and the LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST The FUND will provide the LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. The LIFE COMPANY will provide TRUST the FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs (including postage) associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The TRUST may elect to retain, at its own expense, a proxy statements solicitation firm to perform some or all of the tasks necessary for the shares LIFE COMPANY to obtain voting instructions from Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type ortype, at the request of LIFE COMPANY, as a diskette camera-ready copy or in the form sent to the financial printerprint ready PDF electronic format ) and other assistance as is reasonably necessary in order for LIFE COMPANY to print the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentTRUST. The expenses of such printing will be apportioned between Should LIFE COMPANY and TRUST wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform cost associated with any of its prospectusesformat change. 3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY: (i) camera-ready copy or an electronic copy in print ready PDF format of the current prospectus for printing by the LIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY. 3.4 TRUST will provide LIFE COMPANY COMPANY, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST TRUST, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB BD and the TRUST by providing to NB BD and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ‘40 Act and any other information pertinent to enabling NB BD and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation ([including a "camera ready" copy of the current prospectus (or prospectuses) for the Portfolios used in THE LIFE COMPANY'S Variable Contracts as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) ' and other assistance as is reasonably necessary in order for the parties hereto once a year ([or more frequently if the prospectus (or prospectuses) ), for such Portfolios for the shares is supplemented or amended) ] to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses.. ~'PROXY~SYS2'DOCUGRP%MUTFDS%.SHDRSERVPARTAGRMUNCPAI.DOC 7F3=7 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments or supplements thereto within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after and its investment in Trust and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports to shareholders, other communications to shareholders and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette formatforrnat, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after within fifteen days of the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after within fifteen days of the filing of each such document with the SEC or other regulatory authority. 3.4 TRUST will provide LIFE COMPANY with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio. 3.5 TRUST will provide LIFE COMPANY with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST FUND in proportion to the number of pages of the Variable Contract and TRUST FUND prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the PortfoliosFunds, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 At least annually, TRUST or its designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios Funds as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's ’s expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, the COMPANY in lieu thereof. TRUST or its designee shall provide such documentation (including a "“camera ready" ” copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE (a) the COMPANY and (b) TRUST in proportion to the number of pages of the Variable Contract and TRUST shares’ prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall to bear the cost of printing the TRUST shares’ prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE the COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE the COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE the COMPANY requests that TRUST or its designee provide TRUST's ’s prospectus in a "“camera ready" ” or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY Life Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE the COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios Funds promptly after the filing of each such document with the SEC or other regulatory authority. LIFE , the COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND, ADVISER or its their designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe COMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares and other funds available under the Variable Contract printed together in one document. The expenses of such printing will be apportioned between LIFE (a) the COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND shares' prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and LIFE the COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE the COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares, and any expenses permitted to be paid or assumed by the TRUST pursuant to Rule 12b-l under the 0000 Xxx. 3.2 TRUST will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of TRUST (or individual Portfolio) documents, and any supplements thereto, to the PLANS (regardless of whether such documents are printed together with, or separate from, the documents for other funds available to the PLANS) or rather may provide the LIFE COMPANY with a sufficient number of printed documents pertaining to the following materials: (a) prospectuses and statements of additional information; (b) annual and semi-annual reports; and (c) proxy materials (including, but not limited to, the proxy cards, notice and statement). If such documents are printed together with document for other investment options available to the PLAN participants, TRUST is only responsible for the pro rata costs of the pages applicable to TRUST. TRUST shall be responsible for all costs of tabulating the votes of its designee shareholders. LIFE COMPANY or the PLANS shall be responsible for all costs of tabulating votes of PLAN participants, if applicable. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon submission of any bills, LIFE COMPANY will provide TRUST with, a current tabulation of the number of PLANS invested in TRUST. 3.3 TRUST will provide the LIFE COMPANY, free of chargeat TRUST's expense, with as many copies the following TRUST (or individual Portfolio) documents, and any supplements thereto: (a) electronic PDF format of the current prospectus for printing by the LIFE COMPANY; (or prospectuses), statements b) a copy of the statement of additional information, information suitable for duplication; (c) electronic PDF format of proxy material suitable for printing; and (d) electronic PDF format of the annual and semi-annual reports and proxy statements for printing by the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. . 3.5 Except with respect to information provided by LIFE COMPANY will provide to TRUST in writing, neither LIFE COMPANY nor the PLANS is responsible for the content of TRUST's registration statement. 3.6 Except with at least one complete copy respect to information provided by TRUST to LIFE COMPANY or the PLANS in writing, TRUST is not responsible for the content of PLAN materials. 3.7 For the avoidance of doubt, regulatory materials may be delivered electronically rather than in paper to the extent all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements laws applicable to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authorityelectronic delivery have been met.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe COMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between LIFE (a) the COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST shares' prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and LIFE the COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE the COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE the COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE the COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE the COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE The COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST 5.2 At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements if requested by Company) for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Trust or its designee shall also provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the Company in PDF only the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST the Company the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document. The expenses of , provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such printing will be apportioned between LIFE COMPANY and TRUST in proportion documentation has been furnished to the number of pages Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it has been furnished to the Company or its designee. 5.3 The Trust, at the Trust's expense, shall provide the Company with copies of the Variable Contract Trust's proxy statements, Trust reports to shareholders, and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Trust communications to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus shareholders in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) PDF in such format (e.g. typesetting expenses)quantity as the Company shall reasonably require for distributing to Owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Trust's proxy statements, Trust reports to shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Trust communications to conform with any of its prospectusesshareholders. 3.3 TRUST 5.4 Upon reasonable request, the Trust will provide LIFE COMPANY the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon reasonable request, the Company will provide TRUST the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 3,1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation ([including a "camera ready" copy of the current prospectus (or prospectuses) for the Portfolios used in THE LIFE COMPANY'S Variable Contracts as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) ] and other assistance as is reasonably necessary in order for the parties hereto once a year ([or more frequently if the prospectus (or prospectuses) ), for such Portfolios for the shares is supplemented or amended) ] to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments or supplements thereto within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the sharesLIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY. In the event that LIFE COMPANY requests that TRUST or its designee provide The form of TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing and/or statement of additional information provided to the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear be the expense final form of adjusting or changing prospectus and statement of additional information as filed with the format to conform with any Securities and Exchange Commission, which form shall include only those Portfolios of its prospectusesthe TRUST offered in the LIFE COMPANY's Variable Contracts. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ‘40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs (including postage) associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The TRUST may elect to retain, at its own expense, a proxy statements solicitation firm to perform some or all of the tasks necessary for the shares LIFE COMPANY to obtain voting instructions from Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its reasonable best efforts to control these costs. LIFE COMPANY will provide TRUST as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type ortype, at the request of LIFE COMPANY, as a diskette camera-ready copy or in the form sent to the financial printerprint ready PDF electronic format) and other assistance as is reasonably necessary in order for LIFE COMPANY to print the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentTRUST. The expenses of such printing will be apportioned between Should LIFE COMPANY and TRUST wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform cost associated with any of its prospectusesformat change. 3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY: (i) camera-ready copy or an electronic copy in print ready PDF format of the current prospectus for printing by the LIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY. 3.4 TRUST will provide LIFE COMPANY COMPANY, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST TRUST, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB BD and the TRUST by providing to NB BD and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ’40 Act and any other information pertinent to enabling NB BD and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials 2.1 At least annually (or similar materials in the case of a prospectus supplement, when such as voting instruction solicitation materialssupplement is issued), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of Fund will timely provide the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, Insurer with as many copies of the current Fund prospectus (or prospectuses), statements of additional information, annual describing only the Portfolio(s) and semi-annual reports and proxy statements for any supplements thereto as the shares of the Portfolios as LIFE COMPANY Insurer may reasonably request for distribution distribution, at the Fund's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Insurer only with disclosure related to the Portfolio(s). The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing Variable Contract owners. The Fund will provide the copies of said prospectus to the Insurer or to Insurer's designated mailing agent". The Insurer will distribute the prospectus to existing Contract owners whose Variable Contracts are funded by and will bxxx the Fund for the reasonable cost of such sharesdistribution. TRUST or its designee The Fund shall provide LIFE COMPANYthe Insurer, at LIFE COMPANYthe Insurer's expense, with as many copies of the current Fund prospectus (or prospectusesdescribing only the Portfolios) for and any supplement thereto, as the shares as LIFE COMPANY Insurer may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe Insurer, TRUST or its designee shall in lieu thereof, the Fund will provide such documentation (documentation, including a "camera ready" final copy of the a current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANYFund's expense, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year Insurer at least annually (or more frequently if the Fund prospectus (or prospectuses) for the shares is supplemented or amendedamended more frequently) to have the new prospectus for the Variable Contracts and the Fund's new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Insurer with a copy of the Fund's prospectus through electronic means to facilitate the Insurer's efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 2.2 The Fund's prospectus will state that the Statement of Additional Information (or prospectusesthe "SAI") for the TRUST shares printed together in one documentFund is available upon request. The expenses Fund will provide the Insurer, at the Fund's expense, with as many copies of the SAI and any supplements thereto as the Insurer may ablegal- 646509 vi 7 reasonably request for distribution, at the Fund's expense, to prospective Contract owners and applicants. The Fund will provide, at the Fund's expense, as many copies of said SXx as necessary for distribution, at the Fund's expense, to any existing Contract owner who requests said SXx or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SXx to the Insurer or to Insurer's designated mailing agent. The Insurer will distribute the SXx as requested or required and will bxxx the Fund for the reasonable cost of such printing distribution. 2.3 The Fund, at its expense, will be apportioned between LIFE COMPANY provide the Insurer or Insurer's designated mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and TRUST other permissible communications to shareholders/Contract owners in proportion such quantity as the Insurer will reasonably require. The Insurer will distribute this proxy material, reports and other communications to existing Contract owners and will bxxx the number Fund for the reasonable cost of pages such distribution. 2.4 The Fund will comply with all provisions of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded 1940 Act requiring voting by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses)shareholders, and LIFE COMPANY shall bear in particular, the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST Fund either will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, for annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any meetings (except insofar as the Commission may interpret Section 16 of the above that relate 1940 Act not to require such meetings) or, as the Portfolios promptly after Fund currently intends, to comply with Section 16(c) of the filing 1940 Act (although the Fund is not one of each such document the trusts described in Section 16(c) of the 1000 Xxx) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any Commission's interpretation of the above that relate requirements of Section 16 (a) with respect to a Separate Account promptly after periodic elections of directors and with whatever rules the filing of each such document Commission may promulgate with the SEC or other regulatory authorityrespect thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) Prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports to shareholders, other communications to shareholders and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing providing. the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after within fifteen days of the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after within fifteen days of the filing of each such document with the SEC or other regulatory authority. 3.4 TRUST will provide LIFE COMPANY with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio. 3.5 TRUST will provide LIFE COMPANY with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares, and any expenses permitted to be paid or assumed by the TRUST pursuant to Rule 12b-l under the 1940 Act. 3.2 TRUSX xxxx xear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts) or rather may provide the LIFE COMPANY with a sufficient number of printed documents pertaining to the following materials: (a) prospectuses and statements of additional information; (b) annual and semi-annual reports; and (c) proxy materials (including, but not limited to, the proxy cards, notice and statement). If such documents are printed together with documents for other investment options available to the Variable Contract owners, TRUST is only responsible for the pro rata costs of the pages applicable to TRUST. TRUST shall be responsible for all costs of tabulating the votes of its designee shareholders. LIFE COMPANY shall be responsible for all costs of tabulating votes of Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon submission of any bills, LIFE COMPANY will provide TRUST with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contract values are invested in TRUST. 3.3 TRUST will provide the LIFE COMPANY, free of chargeat TRUST's expense, with as many copies the following TRUST (or individual Portfolio) documents, and any supplements thereto: (a) electronic PDF format of the current prospectus for printing by the LIFE COMPANY; (or prospectuses), statements b) a copy of the statement of additional information, information suitable for duplication; (c) electronic PDF format of proxy material suitable for printing; and (d) electronic PDF format of the annual and semi-annual reports and proxy statements for printing by the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY will bear all costs associated with providing copies of prospectuses, statements of additional information, annual and semi-annual reports and other TRUST-related materials to prospective Variable Contract owners. 3.6 Except with respect to information provided by LIFE COMPANY to TRUST in writing, LIFE COMPANY is not responsible for the content of TRUST's registration statement. 3.7 Except with respect to information provided by TRUST to LIFE COMPANY in writing, TRUST is not responsible for the content of the Variable Contracts' registration statements. 3.8 For the avoidance of doubt, regulatory materials may be delivered electronically rather than in paper to the extent all laws applicable to such electronic delivery have been met.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state State regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts Contracts, prospectuses of other funds offered under the Variable Contracts, and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. ADVISER will provide LIFE COMPANY, at the ADVISER's expense, with as many copies of the SAI and any supplements thereto as LIFE COMPANY may reasonably request for distribution, at the ADVISER's expense, to prospective Variable Contract owners and applicants. The FUND will provide, at the FUND's expense, as many copies of the SAI as necessary for distribution, at the FUND's expense to any existing Variable Contract owner who request such statement or whenever state or federal law requires that such statement be provided. The FUND will provide the copies of the SAI to LIFE COMPANY or to its mailing agent. Furthermore, the FUND at its expense, will provide LIFE COMPANY or its mailing agent with copies of its proxy material, if any, reports to existing shareholders/Variable Contract owners and other permissible communications to existing shareholders/Variable Contract owners in such quantity as LIFE COMPANY will reasonably require for distribution, at the Fund's expense. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs cost of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractscontracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTTrust. TRUST Trust shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST Trust will bear the printing costs (or its designee shall provide LIFE COMPANYduplicating costs with respect to the statement of additional information), free mailing costs, and, in the case of chargeproxy solicitations, tabulation costs, associated with as many copies the delivery of the current prospectus following Trust (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of Company: (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsmaterials. If requested by LIFE COMPANYCompany, TRUST or its designee Trust shall provide such documentation (including a "camera ready" final copy of the current Trust's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for Company to print the parties hereto once a year (or more frequently if the current prospectus (or prospectuses) for the shares is supplemented Trust either as a standalone document or amended) to have together with the prospectus for the Variable Contracts and or the prospectus (or prospectuses) prospectuses for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of other funds offered through the Variable Contract Contracts. Should Company wish to print any of these documents in a format different from that provided by Trust, Company shall provide Trust with sixty (60) days, prior written notice and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST Company shall bear the cost associated with any format change (but not the cost of printing or mailing). Company will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST prospectus portion Trust documents described above, to Trust for reimbursement by Trust. Company shall monitor such costs and shall use its best efforts to control these costs. Company will provide Trust on a semi-annual basis, or more frequently as reasonably requested by Trust, with a current tabulation of such document for distribution only to owners the number of existing Variable Contracts funded Contract owners of Company whose Variable Contract values are invested in Trust. This tabulation will be sent to Trust in the form of a letter signed by the TRUST shares and LIFE COMPANY shall bear the expense a duly authorized officer of printing the portion of such documents relating Company attesting to the Separate Account; providedaccuracy of the information contained in the letter. Trust will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to Company with the following Trust (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus Company: (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete i)camera-ready copy of all prospectuses, statements the current prospectus for printing by Company; (ii) a copy of the statement of additional information, information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reportsreports for printing by Company. 3.4 Trust, proxy statementsupon request of Company, exemptive applications and all amendments or supplements to will provide Company with electronic copies of any of the above that relate to Trust (or individual portfolio) documents listed in Section 3.1 of this Agreement, for use by Company in the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any delivery of the above that relate Trust's documents on an individual basis to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authoritycurrent and prospective Variable Contract Owners.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentdocument or posted on LIFE COMPANY's website. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. [In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. TRUST agrees that the prospectus provided to the LIFE COMPANY will describe only the Portfolios listed in Appendix A and will not name or describe any other Funds or Fund series unless required by law. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.4 LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by the TRUST, with a current tabulation of the number of existing Contractholders of LIFE COMPANY whose Contract values are invested in the Designated Portfolios. This tabulation will be sent to TRUST in the form of a letter signed by a duly authorized officer of the LIFE COMPANY attesting to the accuracy of the information contained in the letter. 3.5 Except as otherwise expressly provided in this Agreement, each party agrees to bear all expenses incident to performance by the party under this Agreement. 3.6 Expenses associated with the preparation, filing and distribution of registration statements, prospectuses, supplements, annual and semi-annual reports, proxy statements and voting instructions and specified sales material and other material listed in Appendix C shall be paid for in accordance with the cost allocations set forth in Appendix C. 3.7 Nothwithstanding anything herein to the contrary, TRUST, ADVISER or their designee shall reimburse the Company for the reasonable costs associated with substituting the securities of a registered investment company for the Designated Portfolios where due to the acts of the TRUST, its distributor or Adviser: (i) the TRUST either offers its Shares at public sale, ceases to qualify as a regulated investment company under Subchapter M of the Code (or any successor or similar provision), or fails to comply with the diversification requirements of Section 817(h) of the Code (or any successor or similar provision), and as a result the TRUST no longer qualifies to serve as a funding vehicle for the Contracts, (ii) there is a material change in a fundamental investment objective of the TRUST requiring shareholder approval which results in the reclassification of the investment style of the Participation Fund by a nationally recognized mutual fund ranking organization, and the Company furnishes the TRUST or ADVISER with written notice of its objection to such change prior to shareholder approval of such change, or (iii) the Agreement is terminated in accordance with Article VIII. The costs of such substitution shall include, without limitation, reasonable legal fees for obtaining any required Commission order approving such substitution, and expenses for printing and distributing any prospectus supplement or other disclosure of the substitution or elimination of the Designated Portfolios as an investment vehicle under the Contracts. 3.8 TRUST SHALL, UPON REQUEST OF LIFE COMPANY, PROVIDE A MANUAL DAILY CONFIRMATION OF TRADE ACTIVITY FROM THE PREVIOUS BUSINESS DAY. SUCH CONFIRM SHALL INCLUDE THE DOLLAR AMOUNT OF PURCHASES OR REDEMPTIONS SUBMITTED BY LIFE COMPANY FOR EACH PORTFOLIO, PRICE PER SHARE OF EACH PORTFOLIO AND THE CORRESPONDING TOTAL SHARE AMOUNT OF SUCH PURCHASE OR REDEMPTION AND SHALL BE TRANSMITTED TO LIFE COMPANY ON THE BUSINESS DAY FOLLOWING THE REQUEST.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST and other funds' shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. Trust shall pay for the costs of distribution of all Trust proxy materials. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs (including postage) associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). The TRUST may elect to retain, at its own expense, a proxy statements solicitation firm to perform some or all of the tasks necessary for the shares LIFE COMPANY to obtain voting instructions from Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type ortype, at the request of LIFE COMPANY, as a diskette camera-ready copy or in the form sent to the financial printerprint ready PDF electronic format ) and other assistance as is reasonably necessary in order for LIFE COMPANY to print the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentTRUST. The expenses of such printing will be apportioned between Should LIFE COMPANY and TRUST wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform cost associated with any of its prospectusesformat change. 3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY: (i) camera-ready copy or an electronic copy in print ready PDF format of the current prospectus for printing by the LIFE COMPANY; (ii) a copy of the statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY. TRUST will provide LIFE COMPANY COMPANY, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST TRUST, upon request, with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY agrees that it will cooperate with NB BD and the TRUST by providing to NB BD and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ’40 Act and any other information pertinent to enabling NB BD and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 At least annually, TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the -5- expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares, and any expenses permitted to be paid or assumed by the TRUST pursuant to Rule 12b-1 under the 0000 Xxx. 3.2 TRUST will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts) or rather may provide the LIFE COMPANY with a sufficient number of printed documents pertaining to the following materials: (a) prospectuses and statements of additional information; (b) annual and semi-annual reports; and (c) proxy materials (including, but not limited to, the proxy cards, notice and statement). If such documents are printed together with documents for other investment options available to the Variable Contract owners, TRUST is only responsible for the pro rata costs of the pages applicable to TRUST. TRUST shall be responsible for all costs of tabulating the votes of its designee shareholders. LIFE COMPANY shall be responsible for all costs of tabulating votes of Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon submission of any bills, LIFE COMPANY will provide TRUST with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contract values are invested in TRUST. 3.3 TRUST will provide the LIFE COMPANY, free of chargeat TRUST’s expense, with as many copies the following TRUST (or individual Portfolio) documents, and any supplements thereto: (a) electronic PDF format of the current prospectus for printing by the LIFE COMPANY; (or prospectuses), statements b) a copy of the statement of additional information, information suitable for duplication; (c) electronic PDF format of proxy material suitable for printing; and (d) electronic PDF format of the annual and semi-annual reports and proxy statements for printing by the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY will bear all costs associated with providing copies of prospectuses, statements of additional information, annual and semi-annual reports and other TRUST-related materials to prospective Variable Contract owners. 3.6 Except with respect to information provided by LIFE COMPANY to TRUST in writing, LIFE COMPANY is not responsible for the content of TRUST’s registration statement. 3.7 Except with respect to information provided by TRUST to LIFE COMPANY in writing, TRUST is not responsible for the content of the Variable Contracts’ registration statements. 3.8 For the avoidance of doubt, regulatory materials may be delivered electronically rather than in paper to the extent all laws applicable to such electronic delivery have been met.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation ([including a "camera ready" copy of the current prospectus (or prospectuses) for the Portfolios used in LIFE COMPANY's Variable Contracts as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) ] and other assistance as is reasonably necessary in order for the parties hereto once a year ([or more frequently if the prospectus (or prospectuses) ), for such Portfolios for the shares is supplemented or amended) ] to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 2O days of each the date of such document with material and annual and semi-annual reports and any amendments or supplements thereto within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after and any other material constituting sales literature or advertising under NASD rules, the filing 40 Act or the 33 Act within 20 days of each the date of such document with material and annual and semi-annual reports and any amendments within 80 days of the SEC date of such report or other regulatory authorityamendment or supplement thereto.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANYACACIA NATIONAL, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY ACACIA NATIONAL may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANYACACIA NATIONAL, at LIFE COMPANYACACIA NATIONAL's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY ACACIA NATIONAL may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYACACIA NATIONAL, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANYACACIA NATIONAL, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY ACACIA NATIONAL and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY ACACIA NATIONAL shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY ACACIA NATIONAL shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY ACACIA NATIONAL requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY ACACIA NATIONAL shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY ACACIA NATIONAL with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY ACACIA NATIONAL will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing, such as covers, columns, graphs and charts; Trust shall bear the cost of printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's 'S prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (( or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares, and any expenses permitted to be paid or assumed by the TRUST pursuant to Rule 12b-l under the 0000 Xxx. 3.2 TRUST will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts) or rather may provide the LIFE COMPANY with a sufficient number of printed documents pertaining to the following materials: (a) prospectuses and statements of additional information; (b) annual and semi-annual reports; and (c) proxy materials (including, but not limited to, the proxy cards, notice and statement). If such documents are printed together with documents for other investment options available to the Variable Contract owners, TRUST is only responsible for the pro rata costs of the pages applicable to TRUST. TRUST shall be responsible for all costs of tabulating the votes of its designee shareholders. LIFE COMPANY shall be responsible for all costs of tabulating votes of Variable Contract owners. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon submission of any bills, LIFE COMPANY will provide TRUST with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contract values are invested in TRUST. 3.3 TRUST will provide the LIFE COMPANY, free of chargeat TRUST's expense, with as many copies the following TRUST (or individual Portfolio) documents, and any supplements thereto: (a) electronic PDF format of the current prospectus for printing by the LIFE COMPANY; (or prospectuses), statements b) a copy of the statement of additional information, information suitable for duplication; (c) electronic PDF format of proxy material suitable for printing; and (d) electronic PDF format of the annual and semi-annual reports and proxy statements for printing by the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY will bear all costs associated with providing copies of prospectuses, statements of additional information, annual and semi-annual reports and other TRUST-related materials to prospective Variable Contract owners. 3.6 Except with respect to information provided by LIFE COMPANY to TRUST in writing, LIFE COMPANY is not responsible for the content of TRUST's registration statement. 3.7 Except with respect to information provided by TRUST to LIFE COMPANY in writing, TRUST is not responsible for the content of the Variable Contracts' registration statements. 3.8 For the avoidance of doubt, regulatory materials may be delivered electronically rather than in paper to the extent all laws applicable to such electronic delivery have been met.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the '40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST Except for the costs and fees the Distributor is obligated to pay pursuant to its distribution agreement with the FUND, the FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's expense, with as many more copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe COMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares and any other fund shares offered as investments for the Variable Contracts printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE the COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE The COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements supple ments to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's ’s expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "“camera ready" ” copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's ’s prospectus in a "“camera ready" ” or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.or

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC (and any state regulators requiring such filing filing) all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to its existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of its Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall will provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one documentdocument if LIFE COMPANY shall so choose. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing its Variable Contracts not no longer funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST the FUND or its designee to provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST FUND shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTthe Trust. TRUST The Trust shall bear the costs of registration and qualification of shares of the PortfoliosFunds, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios Available Funds as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST The Trust or its designee shall provide LIFE COMPANYthe Company, at LIFE COMPANYthe Company's expense, with as many copies of the current prospectus (or prospectuses) for the shares of the Available Funds as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe Company in lieu thereof, TRUST the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANYthe Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares Available Funds printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY (a) the Company and TRUST (b) the Available Funds in proportion to the number of pages of the Variable Contract and TRUST Available Funds' prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall the Available Funds to bear the cost of printing the TRUST shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares Available Funds and LIFE COMPANY shall the Company to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY the Company requests that TRUST the Trust or its designee provide TRUST's the Available Funds' prospectus in a "camera ready" or diskette format, TRUST the Trust shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses)e.g., 3.3 The obligations of the Trust and the Company with respect to the Available Funds' and Variable Contracts' prospectuses set forth in Section 3.2 shall apply in the same manner to the Trust's and Variable Contracts' statements of additional information; provided that such statements of additional information need only be duplicated unless the Trust and the Company agree that such documents should be printed. 3.4 The Trust, and LIFE COMPANY at its expense, shall bear provide the expense of adjusting or changing the format to conform Company with any copies of its prospectusesproxy statements, reports to shareholders and other communications (except for prospectuses and statements of additional information, which are covered in Section 3.2) to Variable contract owners in such quantity as the Company shall reasonably require for distribution to existing Variable Contract owners. 3.3 TRUST 3.5 The Trust will provide LIFE COMPANY the Company with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios Funds promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY The Company will provide TRUST the Trust with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide duplicating costs with respect to the statement of additional information) and mailing costs [IN SOME AGREEMENTS, LIFE COMPANY, free of charge, COMPANY PAYS SOME OR ALL MAILING COSTS] associated with as many copies the delivery of the current prospectus following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts and funds in the Variable Contracts): (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes). LIFE COMPANY will deliver such prospectuses), statements of additional information, annual proxy statements and periodic reports of the Trust as required to be delivered under applicable federal or state law in connection with the offer, sale or acquisition of the Variable Contracts. LIFE COMPANY will submit any bills for printing, duplicating, mailing costs and/or costs associated with electronic delivery [IN SOME AGREEMENTS, LIFE COMPANY PAYS SOME OR ALL MAILING COSTS], relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual reports and proxy statements for the shares basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account that invests in the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with [ADVISOR] and the TRUST by providing to [ADVISOR] and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the ‘40 Act and any other information pertinent to enabling [ADVISOR] and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner. 3.6 Nothwithstanding Section 3.4 of this Agreement, TRUST shall furnish to LIFE COMPANY at least ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting LIFE COMPANY, the Separate Accounts, or the Variable Contracts issued by LIFE COMPANY. Nothwithstanding Section 3.4 of this Agreement, LIFE COMPANY shall furnish to TRUST at least ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting TRUST.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST 5.1 The Trust shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST 5.2 At least annually, the Trust or its designee shall provide LIFE COMPANYthe Company, free of charge, with in portable document format (i.e., PDF) only (or other electronic means as many copies of agreed to by the Distributor and the Company) the current statutory prospectus and summary prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements if requested by Company) for the shares Shares of the Portfolios as LIFE COMPANY the Company may reasonably request for distribution to existing Variable Contract owners Owners whose Variable Contracts are funded by such sharesShares. TRUST The Trust or its designee shall also provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the Company in PDF only the current prospectus (or prospectuses) for the shares Shares as LIFE COMPANY the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST the Company the Trust or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) PDF and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST Trust Shares and any other fund shares offered as investments for the Variable Contracts printed at the Company's expense together in one document. The expenses of , provided however that the Company shall ensure that, except as expressly authorized in writing by the Trust, no alterations, edits or changes whatsoever are made to prospectuses or other Trust documentation after such printing will be apportioned between LIFE COMPANY and TRUST in proportion documentation has been furnished to the number of pages Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Trust documentation after it has been furnished to the Company or its designee. 5.3 The Trust, at the Trust’s expense, shall provide the Company with copies of the Variable Contract Trust’s proxy statements, Trust reports to shareholders, and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only Trust communications to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus shareholders in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) PDF in such format (e.g. typesetting expenses)quantity as the Company shall reasonably require for distributing to Owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Trust's proxy statements, Trust reports to shareholders, and LIFE COMPANY shall bear the expense of adjusting or changing the format other Trust communications to conform with any of its prospectusesshareholders. 3.3 TRUST 5.4 Upon reasonable request, the Trust will provide LIFE COMPANY the Company with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY Upon reasonable request, the Company will provide TRUST the Trust with at least one complete PDF copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or C:\TEMP\FDAGMST1.DOC 7/30/97 5 prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus rospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.or

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and reports, proxy statements and all amendments or supplements to any of the above for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Company Owned Life Insurance ("COLI") Variable Contract owners and Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to existing COLI Variable Contract owners and owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing non-COLI Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST . TRUST, at its expense, will provide LIFE COMPANY with at least one complete copy copies, in such amounts as LIFE COMPANY reasonably requests for its internal use, of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, sales literature and other promotional materials, exemptive applications applications, requests for no-action letters, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY COMPANY, at its expense, will provide TRUST with at least one complete copy copies, in such amounts as TRUST reasonably requests for its internal use, of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the text composition, printing costs (or its designee duplicating costs with respect to the statement of additional information), mailing and tabulation costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of the COMPANY: (i) prospectuses and statements of additional information; (ii) annual and semi-annual reports; and (iii) proxy materials. At least annually, NB MANAGEMENT shall provide LIFE COMPANY, free of charge, the COMPANY with as many printed copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for each Designated Portfolio as the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsowners. If requested by LIFE the COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) for the Designated Portfolios as set in type oror in camera-ready copy, at the request of LIFE COMPANY, as a or diskette in the form sent to the financial printer, or an electronic copy of the documents in a format suitable for posting on the COMPANY's website, all as the COMPANY may reasonably request) and other assistance as is reasonably necessary in order for the parties hereto COMPANY once a each year (or more frequently if the prospectus (or prospectuses) prospectuses for the shares is supplemented or Designated Portfolios are amended) to have print together in one document and post on the COMPANY's website the current prospectus for the Variable Contracts issued by the COMPANY and the current TRUST prospectus (or prospectuses) for the Designated Portfolios. TRUST shares printed together in one document. The expenses of such printing and NB MANAGEMENT agree that the prospectus for the Designated Portfolio(s) will be apportioned between LIFE describe only the Designated Portfolio(s) and will not name or describe any other Portfolios or TRUST series unless required by law. 3.3 TRUST or NB MANAGEMENT will provide, at its expense, the COMPANY and TRUST in proportion with as many copies as the COMPANY may reasonably request to the number of pages of permit timely distribution to the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contracts funded Contract owners of the COMPANY: (i) the current prospectus for the Designated Portfolios (and no other Portfolios) for printing by the TRUST shares COMPANY; (ii) the statement of additional information for the Designated Portfolios (and LIFE COMPANY shall bear no other Portfolios) suitable for duplication; (iii) proxy material suitable for printing; and (iv) the expense of printing annual and semi-annual reports for the portion of such documents relating Designated Portfolios (and no other Portfolios) and other communications to the Separate Account; provided, however, LIFE COMPANY shall bear all Variable Contract owners for printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In COMPANY, each to be set in type, or in camera-ready copy, or diskette in the event that LIFE form sent to the financial printer, or an electronic copy in a format suitable for posting on the COMPANY's website, all as the COMPANY requests that may reasonably request. 3.4 TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE the COMPANY with at least one complete copy of all registration statements, prospectuses, statements of additional informationinformation ("SAIs"), annual sales literature and semi-annual reportsother promotional materials, proxy statements, exemptive applications applications, requests for no-action letters, and all amendments or supplements to any of the above that relate to the TRUST, Designated Portfolios or its shares (collectively, "Trust Material") promptly after the filing of each such document with the SEC or other regulatory authority. LIFE The COMPANY or its designee will provide TRUST with at least one complete copy of all registration statements, prospectuses, statements of additional informationSAIs, annual sales literature and semi-annual reports, proxy statementsother promotional materials, exemptive applications applications, requests for no-action letters, and all amendments or supplements to any of the above that relate to a Separate Account the Contracts (collectively, "Contract Material") promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an a issuer is subject on the issuance and transfer of its shares. 3.2 TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANY, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. n Article IV. SALES MATERIALS n 4.1 LIFE COMPANY will furnish, or will cause to be furnished, to TRUST and ADVISER, each piece of sales literature or other promotional material in which TRUST or ADVISER is named, at least fifteen (15) Business Days prior to its intended use. No such material will be used if TRUST or ADVISER objects to its use in writing within ten (10) Business Days after receipt of such material. 4.2 TRUST and ADVISER will furnish, or will cause to be furnished, to LIFE COMPANY, each piece of sales literature or other promotional material in which LIFE COMPANY or its Separate Accounts are named, at least fifteen (15) Business Days prior to its intended use. No such material will be used if LIFE COMPANY objects to its use in writing within ten (10) Business Days after receipt of such material. 4.3 TRUST and its affiliates and agents shall not give any information or make any representations on behalf of LIFE COMPANY or concerning LIFE COMPANY, the Separate Accounts, or the Variable Contracts issued by LIFE COMPANY, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports of the Separate Accounts or reports prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by LIFE COMPANY or its designee, except with the written permission of LIFE COMPANY. 4.4 LIFE COMPANY and its affiliates and agents shall not give any information or make any representations on behalf of TRUST or concerning TRUST other than the information or representations contained in a registration statement or prospectus for TRUST, as such registration statement and prospectus may be amended or supplemented from time to time, or in sales literature or other promotional material approved by TRUST or its designee, except with the written permission of TRUST. 4.5 For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or th public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. ("NASD") rules, the '40 Act, the '33 Act or rules thereunder.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), ) prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY who have elected to participate in the series: (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy statements materials. LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the PortfoliosFunds, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 At least annually, TRUST or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements and statement of additional information, annual and semi-annual reports and proxy statements information ("SAI") for the shares of the Portfolios Funds as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) and SAI for the shares of the TRUST as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) and SAI as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) SAI for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one documentdocument and the SAI for the Trust shares printed. The expenses of such printing will be apportioned between (a) LIFE COMPANY and (b) TRUST in proportion to the number of pages of the Variable Contract and TRUST shares' prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall to bear the cost of printing the TRUST shares' prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus or SAI in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) and SAI in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) and SAIs in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.proxy

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. FUND, at its expense, shall provide LIFE COMPANY with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.2) in such quantity as the LIFE COMPANY shall reasonably require for distributing to existing Variable Contract owners whose Variable Contracts are funded by such shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios and Statements of Additional Information as LIFE COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with as many copies of the current prospectus (or prospectuses) for the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYCOMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares printed together in one document. The expenses of such printing will be apportioned between (a) LIFE COMPANY and TRUST (b) FUND in proportion to the number of pages of the Variable Contract and TRUST FUND's prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall FUND to bear the cost of printing the TRUST FUND's prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST FUND's shares and LIFE COMPANY shall to bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the FUND's shares. In the event that LIFE COMPANY requests that TRUST FUND or its designee provide TRUSTFUND's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.a

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. Upon request, LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST’s prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST shares printed together in one document. The expenses of such printing will be apportioned between issued by LIFE COMPANY and TRUST the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days’ prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST FUND shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUSTFUND. TRUST Except for the costs and fees the Distributor is obligated to pay pursuant to its distribution agreement with the FUND, the FUND shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST At least annually, FUND or its designee shall provide LIFE the COMPANY, free of charge, with as many copies of the current prospectus (or prospectuses), statements of additional information, annual and semi-annual reports and proxy statements for the shares of the Portfolios as LIFE the COMPANY may reasonably request for distribution to existing Variable Contract owners whose Variable Contracts are funded by such shares. TRUST FUND or its designee shall provide LIFE the COMPANY, at LIFE the COMPANY's expense, with as many more copies of the current prospectus (or prospectuses) for the shares as LIFE the COMPANY may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by LIFE COMPANYthe COMPANY in lieu thereof, TRUST FUND or its designee shall provide such documentation (including a "camera ready" copy of the current new prospectus (or prospectuses) as set in type or, at the request of LIFE the COMPANY, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus (or prospectuses) for the TRUST FUND shares and any other fund shares offered as investments for the Variable Contracts printed together in one document. The expenses of such printing will be apportioned between LIFE COMPANY and TRUST in proportion to the number of pages of the Variable Contract and TRUST prospectus, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; provided, however, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Variable Contracts not funded by the shares. In the event that LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectuses. 3.3 TRUST FUND will provide LIFE the COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE The COMPANY will provide TRUST FUND with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

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

PROSPECTUS AND PROXY STATEMENTS. 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes and filing fees to which an issuer is subject on the issuance and transfer of its shares. 3.2 TRUST will bear the printing costs (or its designee shall provide LIFE COMPANY, free duplicating costs with respect to the statement of charge, additional information) and mailing costs associated with as many copies the delivery of the current prospectus following TRUST (or prospectuses)individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts): (i) prospectuses and statements of additional information, ; (ii) annual and semi-annual reports reports; and (iii) proxy materials (including, but not limited to, the proxy cards, notice and proxy statements statement, as well as the costs associated with tabulating votes). LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the shares TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the Portfolios as LIFE COMPANY may reasonably request for distribution to number of existing Variable Contract owners of LIFE COMPANY whose Variable Contracts Contract values are funded invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by such shares. TRUST or its designee shall provide a duly authorized officer of LIFE COMPANY, at LIFE COMPANY's expense, with as many copies COMPANY attesting to the accuracy of the current prospectus (or prospectuses) for information contained in the shares as LIFE COMPANY may reasonably request for distribution to prospective purchasers of Variable Contractsletter. If requested by LIFE COMPANY, the TRUST or its designee shall provide such documentation (including a "camera ready" final copy of the current TRUST's prospectus (or prospectuses) as set in type or, at the request of LIFE COMPANY, as a diskette or in the form sent to the financial printercamera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the parties hereto once a year (or more frequently if the prospectus (or prospectuses) for the shares is supplemented or amended) to have the current prospectus for the Variable Contracts issued by LIFE COMPANY and the current prospectus (or prospectuses) for the TRUST shares printed together in one documentor other allowed combination(s). The expenses of such printing will be apportioned between Should LIFE COMPANY and TRUST wish to print any of these documents in proportion to the number of pages of the Variable Contract and TRUST prospectusa format different from that provided by TRUST, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; TRUST LIFE COMPANY shall bear the cost of printing the TRUST prospectus portion of such document for distribution only to owners of existing Variable Contracts funded by the TRUST shares provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the expense of printing the portion of such documents relating to the Separate Account; providedcost associated with any format change. 3.3 TRUST will provide, howeverat its expense, LIFE COMPANY shall bear all printing expenses of such combined documents where used for distribution with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective purchasers or to Variable Contract owners of existing Variable Contracts not funded LIFE COMPANY: (i) camera-ready copy of the current prospectus for printing by the shares. In LIFE COMPANY; (ii) a copy of the event that statement of additional information suitable for duplication; (iii) camera-ready copy of proxy material suitable for printing; and (iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY requests that TRUST or its designee provide TRUST's prospectus in a "camera ready" or diskette format, TRUST shall be responsible for providing the prospectus (or prospectuses) in the format in which it is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus (or prospectuses) in such format (e.g. typesetting expenses), and LIFE COMPANY shall bear the expense of adjusting or changing the format to conform with any of its prospectusesCOMPANY. 3.3 3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority. 3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the '40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

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