EXHIBIT 99.8(K)(XII)
AMENDMENT NO. 9 TO PARTICIPATION AGREEMENT
The Participation Agreement made and entered into as of the 28/th/ day
of March 2002 by and among MFS Variable Insurance Trust ("Trust"), MFS Variable
Insurance Trust II (via Joinder Agreement dated May 1, 2011) ("Trust II"),
Minnesota Life Insurance Company ("Company"), and Massachusetts Financial
Services Company ("MFS"), as amended (the "Participation Agreement"), is hereby
amended as follows effective May 1st, 2015:
WHEREAS, MFS desires to assign all rights and obligations under the
Agreement to its affiliate, MFS Fund Distributors, Inc. ("MFD") and MFD and the
Company hereby consent to such assignment; and
WHEREAS, the parties desire to add an open-end management investment
company for which MFD serves as principal underwriter.
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Trusts and MFD hereby agree as follows:
1. MFS does hereby assign all its rights, duties and obligations under the
Agreement to MFD.
2. MFD for itself and its successors and assigned, hereby agrees to succeed
to and to assume and perform all the rights, duties and obligations of
MFS under the Agreement.
3. All references to "Massachusetts Financial Services Company" and
"MFS" are hereby replaced with "MFS Fund Distributors, Inc." and "MFD",
respectively.
4. MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust
("Trust III"), is hereby added as a party and all references to "Trust(s)" now
include, as the context may require, Trust III. Trust III hereby agrees to be
bound by all terms and conditions set forth in the Agreement, as amended hereby.
5. Article XII, "Notices," is hereby restated in its entirety as follows:
ARTICLE XII. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail, overnight courier, email or facsimile to the other party at the
address of such party set forth below or at such other address as such party
may from time to time specify in writing to the other party.
If to Trusts:
MFS VARIABLE INSURANCE TRUST I, MFS VARIABLE INSURANCE TRUST II
AND MFS
VARIABLE INSURANCE TRUST III
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
email: XXXXXXxxxxxXxx@XXX.xxx
Facsimile No.: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Assistant Secretary
If to Company:
MINNESOTA LIFE INSURANCE COMPANY
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000
Facsimile No.: (000)-000-0000
Attn: General Counsel
If to MFD:
MFS FUND DISTRIBUTORS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
email: XXXXXXxxxxxXxx@XXX.xxx
Attn: General Counsel
4. The first sentence of Section 13.8 is hereby restated as follows:
"A copy of Trust I and Trust II's Declaration of Trust is on file with
the Secretary of State of The Commonwealth of Massachusetts. A copy of
Trust III's Declaration of Trust is on file with the Secretary of State of the
state of Delaware."
5. Schedule A is hereby deleted in its entirety and replaced with the
Schedule A attached hereto.
Except as expressly amended hereby, the Participation Agreement shall
continue in full force and effect and unamended.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to the Participation Agreement to be executed in its name and on its behalf by
its duly authorized representative:
MINNESOTA LIFE INSURANCE COMPANY MFS FUND DISTRIBUTORS, INC.
By its authorized officer and not individually,
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------- ------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxxxx
Title: Executive Vice President Title: President
MFS VARIABLE INSURANCE TRUST MASSACHUSETTS FINANCIAL SERVICES
MFS VARIABLE INSURANCE TRUST II COMPANY
MFS VARIABLE INSURANCE TRUST III
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- ------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Director
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SCHEDULE A
ACCOUNTS, POLICIES, AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
MAY 1, 2015
TRUST I TRUST II TRUST III
SHARE PORTFOLIOS PORTFOLIOS PORTFOLIOS
CLASSES APPLICABLE APPLICABLE APPLICABLE
NAME OF SEPARATE ACCOUNT POLICIES FUNDED BY SEPARATE ACCOUNT AVAILABLE TO POLICIES TO POLICIES TO POLICIES
------------------------ ----------------------------------- --------- ----------- ----------- -----------
Variable Annuity Account MultiOption Achiever
MultiOption Classic Initial
MultiOption Advisor Class and See below See below See below
MultiOption Legend Service
MultiOption Extra Class
MultiOption Guide
Minnesota Life Variable Life Account Variable Adjustable Life
Variable Adjustable Life - Initial
Second Death Class and See below See below See below
Variable Adjustable Life - Horizon Service
Variable Adjustable Life Summit Class
Variable Adjustable Life Survivor
Minnesota Life Variable Universal Variable Group Universal Life Initial
Life Account Accumulator VUL Class and See below See below See below
Premier VUL Service
VUL Defender Class
Portfolios Available to Policies:
VIT I VIT II
----- ------
MFS Global Equity Series MFS Blended Research Core Equity Portfolio
MFS Growth Series MFS Bond Portfolio
MFS Investors Trust Series MFS Core Equity Portfolio
MFS Mid Cap Growth Series MFS Emerging Markets Equity Portfolio
MFS New Discovery Series MFS Global Governments Portfolio
MFS Research Bond Series MFS Global Growth Portfolio
MFS Research Series MFS Global Research Portfolio
MFS Total Return Series MFS Global Tactical Allocation Portfolio
MFS Utilities Series MFS Government Securities Portfolio
MFS Value Series MFS High Yield Portfolio
MFS International Growth Portfolio
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MFS International Value Portfolio
MFS Massachusetts Investors Growth Stock Portfolio
MFS Money Market Portfolio
MFS Research International Portfolio
MFS Strategic Income Portfolio
MFS Technology Portfolio
VIT III
-------
MFS Inflation-Adjusted Bond Portfolio
MFS Blended Research Small Cap Equity Portfolio MFS Limited Maturity Portfolio
MFS Conservative Allocation Portfolio MFS Mid Cap Value Portfolio
MFS Global Real Estate Portfolio MFS Moderate Allocation Portfolio
MFS Growth Allocation Portfolio MFS New Discovery Value Portfolio
and any other Portfolios or series of shares of the Trusts that are
available and open to new investors on or after the effective date of this
Amendment.
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