EXHIBIT 27(h)(2)(ii)
ADDENDUM DATED MAY 1, 2000
TO FUND PARTICIPATION AGREEMENT
WHEREAS, JANUS ASPEN SERIES (the "Trust"), and MINNESOTA LIFE INSURANCE
COMPANY (the "Company"), entered into a Fund Participation Agreement, dated
January 21, 2000.
WHEREAS, the Company and the Trust now desire to modify the Agreement to
set forth additional conditions the Company will comply with pursuant to Section
12(d)(1)(E) of the Investment Company Act of 1940 (the "1940 Act") for it to
hold shares of any Janus Aspen Series portfolio (a "Portfolio") in one or more
unregistered separate accounts which rely on an exemption from registration
under 3(c)(1) or 3(c)(7) of this 1940 Act.
1. The Company represents that either the Company or the principal
underwriter of any unregistered separate account holding Portfolio shares is a
broker or dealer registered under the Securities Exchange Act of 1934 (the "1934
Act") or is controlled (as defined in the 0000 Xxx) by a broker or dealer
registered under the 0000 Xxx.
2. The Company will not hold any other investment security (as defined in
Section 3 of the 0000 Xxx) in an unregistered separate account that holds shares
of a Portfolio.
3. The Company will seek instructions from holders of interests in an
unregistered separate account holding Portfolio shares with regard to the voting
of all proxies solicited in connection with a Portfolio and will vote those
proxies only in accordance with those instruction, or the Company will vote
Portfolio shares held in its unregistered separate accounts in the same
proportion as the vote all of the Portfolio's other shareholders.
4. The Company will not substitute another security for shares of a
Portfolio held in an unregistered separate account unless the Securities and
Exchange Commission approves the substitution in the manner provided in Section
26 of the 1940 Act.
MINNESOTA LIFE INSURANCE JANUS ASPEN SERIES
COMPANY
By: By:
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Name: Name:
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Title: Title:
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JANUS DISTRIBUTORS, INC.
By:
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Name:
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Title:
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