EXHIBIT 26(h)(23)(vii)
AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
AND
MINNESOTA LIFE INSURANCE COMPANY
THIS AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT is made and entered
into as of this 5th day of April, 2013, by and among XXXXXXX SACHS ASSET
MANAGEMENT, L.P. ("GSAM") and MINNESOTA LIFE INSURANCE COMPANY (the "Company"),
on behalf of each Separate Account of the Company.
WITNESSETH:
WHEREAS, GSAM and the Company have entered into an Administrative Services
Agreement dated April 1, 2010 (the "Agreement"), which is incorporated herein
by reference;
WHEREAS, GSAM and the Company desire to amend Paragraph 5 of the Agreement; and
WHEREAS, Paragraph 10 of the Agreement provides that the Agreement may only be
amended by written agreement signed by all of the parties.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
and intending to be legally bound, GSAM and the Company agree that the
Agreement shall be amended as follows:
1. AMENDMENT OF PARAGRAPH 5. Paragraph 5 of the Agreement is hereby deleted in
its entirety and replaced with the following:
5. Payment for Administrative Services. In consideration of the services to
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be provided by you, we shall pay you on a quarterly basis, from our
assets, including GSAM's bona fide profits as investment adviser to the
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Trust, an amount equal to the following amounts per annum of the average
aggregate net asset value of shares of the Trust held by the Separate
Accounts under the Participation Agreement.
Equity Funds* 0.20%
Fixed Income Funds 0.10%
Money Market Funds 0.00%
For purposes of computing the payment to the Company contemplated under
this Paragraph 5, the average aggregate net asset value of shares of the
Trust held by the Separate Accounts over a one-month period shall be
computed by totaling the Separate Accounts' aggregate investment (share
net asset value multiplied by total number of shares held by the
Separate Accounts) on each calendar day during the
month, and dividing by the total number of calendar days during such
month. The payment contemplated by this Paragraph 5 shall be calculated
by GSAM at the end of each calendar quarter and will be paid to the
Company within sixty (60) business days thereafter.
* The parties agree that the Xxxxxxx Xxxxx VIT Global Markets Navigator Fund
shall be deemed an Equity Fund for purposes of this Agreement.
6. Except as hereby amended, the Agreement remains in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date set forth above.
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
Date: _______________ By:
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Name:
Title:
MINNESOTA LIFE INSURANCE COMPANY
Date: 4/5/2013 By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Executive Vice President
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