Exhibit 99.(m)(3)
FUND SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on November 6, 2007, between Securian Life
Insurance Company ("Securian Life"), a Minnesota corporation and Securian
Financial Services, Inc. ("Securian"), a Minnesota corporation, each of which is
a subsidiary of Minnesota Mutual Companies, Inc.
WHEREAS, Securian Life issues variable life insurance policies and variable
annuity contracts (collectively the "Variable Contracts") through its variable
separate accounts ("Separate Accounts") which, in turn, invest in designated
shares (or in designated Classes thereof) issued by registered investment
companies, including Advantus Series Fund, Inc. (the "Fund"); and
WHEREAS, the Fund has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to Securian in exchange for both
distribution and non-distribution related services to the Fund's Portfolios (and
any Class thereof) covered by the Plan of Distribution; and
WHEREAS, Securian Life desires to provide to the Fund, on behalf of
Securian, the services described in the Plan of Distribution, and Securian
desires to have Securian Life provide such services in the manner described
herein; and
WHEREAS, Minnesota Statutes Section 60D.20 requires that agreements between
subsidiaries of Minnesota Mutual Companies, Inc. must be fair and reasonable;
and
WHEREAS, the parties believe that Securian's payment to Securian Life of
the fees described herein is a fair and reasonable basis upon which to
compensate Securian Life for the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Services: Securian Life agrees to provide the following services to
the Fund's Portfolios (and any Class thereof) covered by the Plan of
Distribution on behalf of Securian:
A. Distribution-Related Services. Distribution-related services
provided pursuant to this Agreement shall include payment for,
among other things, the printing of prospectuses and reports used
for sales purposes, preparing and distributing sales literature
and related expenses, advertisements, education of contract
owners or dealers and their representatives, trail commissions,
and other distribution-related expenses, including a prorated
portion of the overhead expenses of Securian or Securian Life
which are attributable to the distribution of these Variable
Contracts.
B. Non-Distribution Related Services. Non-distribution services
provided pursuant to this Agreement shall include payment for,
among other things, responding to inquiries from owners of
Variable Contracts regarding the Fund, printing and mailing Fund
prospectuses and other shareholder communications to existing
Variable Contract owners, direct communications with Variable
Contract owners regarding Fund operations and Portfolio
composition and performance, furnishing personal services or such
other enhanced services as the Fund or a Variable Contract may
require, or maintaining customer accounts and records.
2. Payments to Securian Life. For the services described herein, Securian
agrees to pay Securian Life on a quarterly basis an amount that is
equal, on an annual basis, to .25% of the average combined daily net
assets of all the designated Portfolios (or designated Class thereof)
of the Fund which are attributable to the Variable Contracts and part
of the Plan of Distribution.
The payments contemplated by this paragraph shall be calculated by
Securian at the end of each quarter and will be paid to Securian Life
within thirty (30) days thereafter. Payment will be accompanied by a
statement showing the calculation of the quarterly amount payable and
such other supporting data as may be reasonably requested by Securian
Life.
3. Nature of the Payments. The parties recognize and agree that
Securian's payments to Securian Life hereunder relate solely to the
services to the Fund described in this Agreement and performed by
Securian Life on behalf of Securian.
4. Term. This Agreement shall remain in full force and effect for any
Portfolio (or designated Class thereof) of the Fund only so long as
such Portfolio (or designated Class thereof) is subject to the
provisions of the Plan of Distribution, unless terminated in
accordance with paragraph 5.
5. Termination. This Agreement may be terminated by either party upon
sixty (60) days advance written notice or immediately upon termination
of the Plan of Distribution.
6. Representations by Securian Life. Securian Life represents and agrees
that it will maintain and preserve all records as required by law to
be maintained and preserved by it in connection with the services
described herein and that it will otherwise comply with all laws,
rules and regulations applicable to the performance of the services.
Securian Life further represents and warrants that the receipt of fees
hereunder will not constitute a "prohibited transaction" as such term
is defined in Section 406 of the Employee Retirement Income Security
Act, as amended, and Section 4975 of the Internal Revenue Code of
1986, as amended.
Securian Life represents that it will indemnify and hold Securian, the
Fund and the Fund's advisor and sub-advisors harmless from any and all
direct or indirect liabilities or losses resulting from negligent
actions or inactions, of or by it or its officers, employees or agents
regarding its responsibilities under this Agreement. This
indemnification shall survive the termination of this Agreement.
Securian Life represents that neither it nor any of its officers,
employees or agents are authorized to make any representation
concerning Fund shares except those contained in the registration
statement or prospectus for Fund shares, as such registration
statement and prospectus may be amended or supplemented from time to
time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional
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materials approved by the Fund or its designee or by Securian, except
with the permission of the Fund or Securian or the designee of either.
7. Authority. This Agreement shall in no way limit the authority of the
Fund, its adviser or Securian to take such action as any of those
parties may deem appropriate or advisable in connection with all
matters relating to operations of the Fund and/or the sale of its
shares. Securian Life agrees and understands that the obligations of
Securian under this Agreement are not binding upon the Fund.
8. Miscellaneous. This Agreement may be amended only upon mutual
agreement of the parties hereto in writing. This Agreement may not be
assigned by a party, by operation of law or otherwise, without the
prior written consent of the other party. This Agreement constitutes
the entire agreement between the parties with respect to the matters
described herein and supersedes any previous agreements and documents
with respect to such matters. It may be executed in counterparts, each
of which shall be deemed to be an original but all of which shall
together constitute one and the same instrument. Securian Life agrees
to notify Securian promptly if for any reason it is unable to perform
fully and to promptly any of its obligations under this Agreement.
9. Independent Contractor. For purposes of this Agreement, Securian Life
is an independent contractor and its employees or its associates shall
not be employees of Securian. Services performed by Securian Life on
behalf of Securian shall be as its agent, and records maintained by
Securian Life on behalf of Securian shall be considered to be those of
Securian.
IN WITNESS WHEREOF, Securian Life and Securian have caused this Agreement
to be executed in duplicate by their executive officers. This Agreement shall be
effective on November 6, 2007.
SECURIAN LIFE INSURANCE COMPANY
By:
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Title: President and Chief Executive
Officer
SECURIAN FINANCIAL SERVICES, INC.
By:
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Title: President and Chief Executive
Officer
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