EXHIBIT 26(H)(9)(V)
THIRD AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
THIS THIRD AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT (the "Amendment")
is made as of this 1st day of June, 2009, 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 and July 1,
2007 (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 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. ANTI-MONEY LAUNDERING. The Agreement shall be amended by the addition of
a new Section, which shall be Section 24, Anti-Money Laundering.
Section 24 of the Agreement shall read as follows:
24.ANTI-MONEY LAUNDERING. The Company agrees to comply with any and all
laws, regulations, and other requirements relating to money
laundering, including, without limitation, the International Money
Laundering Abatement and Anti-Terrorist Financing Act of 2001 (Title
III of the USA Patriot Act), hereinafter, collectively with the
rules, regulations and orders promulgated thereunder, the "Act," and
any requirements and/or requests in connection therewith, made by
regulatory authorities, the Distributor or their duly appointed
agents, either generally or in respect of a specific transaction,
and/or in the context of a "primary money laundering concern" as
defined in the Act.
The Company agrees to comply with any and all applicable anti-money
laundering laws, regulations, orders or requirements, and without
prejudice to the generality of the above, and will cooperate with
regulatory authorities, the Distributor or their duly appointed
agents, for the purposes of the Distributor's or other third parties'
efforts to comply with any and all anti-money laundering requirements
applicable to them, including, without limitation, due diligence
obligations, imposed by the Act, the filing of Currency Transaction
Reports and/or of Suspicious Activity Reports obligations required by
the Act, and/or the sharing of information requirements imposed by
the Act.
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In the event information is not received within a reasonable time
period from the date of the request, the Distributor reserves the
right to reject any transaction.
The Company represents that it has not received notice of, and to its
knowledge, there is no basis for, any claim, action, suit,
investigation or proceeding that might result in a finding that the
Company is not or has not been in compliance with the Act, and the
rules and regulations promulgated thereunder. The Company agrees to
notify the Distributor promptly if the representation in the previous
sentence is no longer true or if the Company has a reasonable basis
for believing that such representation may no longer be true."
2. PROPRIETARY INFORMATION AND PRIVACY. The Agreement shall be amended by
the addition of a new Section, which shall be Section 25, Proprietary
Information and Privacy. Section 25 of the Agreement shall read as
follows:
Each party hereto acknowledges that the identities of the other
party's customers (including, with respect to the Intermediary, for
purposes of this Section, Plans and Plan participants), information
maintained by such other party regarding those customers ("Customer
Information"), and all computer programs and procedures developed by
such other party or such other party's affiliates or agents in
connection with such other party's performance of its duties
hereunder constitute the valuable property of such other party. Each
party agrees that should it come into possession of any Customer
Information, or any other property, of the other party, pursuant to
this Agreement or any other agreement related to services under this
Agreement, the party who acquired such information or property shall
use its best efforts to hold such information in confidence and
refrain from using, disclosing, or distributing any of such
information or other property, except (a) as required or necessary to
carry out the obligations imposed by this Agreement, (b) with the
other party's prior written consent, or (c) as required by law or
judicial process. Each party agrees to comply, at a minimum, with all
applicable privacy laws, including those promulgated pursuant to
Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999. Each party agrees to
maintain physical, electronic and procedural safeguards designed to
protect the security, confidentiality, and integrity of, and to
prevent unauthorized access to or use of, Customer Information.
Each party acknowledges that any breach of the foregoing agreements
as to the other party would result in immediate and irreparable harm
to such other party for which there would be no adequate remedy at
law and agrees that in the event of such a breach, such other party
will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any court of
competent jurisdiction shall deem appropriate.
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Each party agrees to promptly notify the other party if it:
(a) receives any type of complaint or notice concerning violation of
privacy rights, or (b) becomes aware of a breach of security
involving Customer Information.
Notwithstanding the foregoing, this Section shall not prohibit either
party from utilizing the other party's Customer Information for any
purpose whatsoever, if and to the extent such Customer Information:
(a) is or becomes a matter of public knowledge through no fault of
such party; or (b) was in such party's possession or known by it
prior to receipt from such other party; or (c) was rightfully
disclosed to such party by another person without restriction; or
(d) is independently developed by such party without access to such
other party's Customer Information."
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 Third Amendment to be
effective as of the date first above written.
MINNESOTA LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT SERVICES,
INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President Title: Vice President
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