EXHIBIT 26(H)(9)(VI)
FOURTH AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
THIS FOURTH AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT (the
"Amendment") is made as of this 1st day of October, 2014, by and between
MINNESOTA LIFE INSURANCE COMPANY (the "Company") and AMERICAN CENTURY
INVESTMENT SERVICES, INC. (the "Distributor").
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated April 18, 2002, as amended June 27, 2003, July 1,
2007, and June 1, 2009 (the "Agreement"), in which the Company offers to the
public certain individual variable annuity and variable life insurance
contracts (the "Contracts"); and
WHEREAS, the parties desire to amend the Agreement to remove the VP Value
Class II and VP Ultra Class II Funds as investment options under the Agreement;
and
WHEREAS, in connection with the remaining Funds available as investment
options under the Agreement, the parties have agreed to revise the
reimbursement terms set forth in Sections 7(b) and 7(c) of the Agreement; and
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. FUNDS AVAILABLE. The second recital of the Agreement is hereby deleted in
its entirety and replaced with the following language:
"WHEREAS, the Company wishes to make available as investment options
under the Contracts Class II shares of VP Income & Growth and VP Inflation
Protection (the "Funds"), each of which is a series of mutual fund shares
registered under the Investment Company Act of 1940, as amended, and issued
by American Century Variable Portfolios, Inc. and/or American Century
Variable Portfolios II, Inc. (collectively, the "Issuer"); and"
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2. COMPENSATION AND EXPENSES. Sections 7(b) and 7(c) of the Agreement are
hereby deleted in their entirety and are replaced with the following language:
"(b) Distributor acknowledges that it will derive a substantial savings
in administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of having a
single shareholder account per Fund for the Accounts rather than having each
Contract owner as a shareholder. In consideration of the Administrative
Services and performance of all other obligations under this Agreement by
the Company, Distributor will pay the Company a fee (the "Administrative
Services Fee") equal to (i) 15 basis points (0.15%) per annum of the average
aggregate amount invested by the Company under this Agreement in Class II
shares of VP Income & Growth Fund; or (ii) 10 basis points (0.10%) per annum
of the average aggregate amount invested by the Company in Class II shares
of VP Inflation Protection Fund. However, at such time as the assets of the
Funds in the Accounts reach a total of $200 million, beginning on the first
day of the following quarter the Distributor will pay the Company an
Administrative Services Fee equal to (i) 20 basis points (0.20%) per annum
of the average amount invested by the Company under this Agreement in Class
II shares of VP Income & Growth Fund; or (ii) 15 basis points (0.15%) per
annum of the average aggregate amount invested by the Company in Class II
shares of VP Inflation Protection Fund. The payments received by the Company
under this SECTION 7(B) are for administrative and shareholder services only
and do not constitute payment in any manner for investment advisory services
or for costs of distribution.
(c) The Funds have adopted distribution plans pursuant to which
Distributor, on behalf of each such Fund, will pay a service fee to dealers
in accordance with the provisions of such Funds' distribution plans. The
service fee is paid as additional consideration for all personal services,
account maintenance services and/or Distribution Services specified on
EXHIBIT B. The provisions and terms of these Funds' distribution plans are
described in their respective prospectuses, and the Company hereby agrees
that Distributor has made no representations with respect to the
distribution plans of such Funds in addition to, or conflicting with, the
description set forth in their respective prospectuses. The fee for each
class of shares will be set by Distributor based on the relevant
distribution plans. The Distributor's obligation to make payments of
applicable distribution fees to the Company with respect to any Fund, if
any, shall be contingent upon receipt by Distributor of such payment from
the respective Funds under this Agreement."
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3. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict
between the terms of this Amendment and the Agreement, it is the intention of
the parties that the terms of this Amendment shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment, the parties hereby confirm
and ratify the Agreement.
4. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.
5. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Second Vice President and
Actuary
Date: 9/11/14
AMERICAN CENTURY INVESTMENT SERVICES,
INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: 9/29/14
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