Ex.99-8k(ii)
AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 2 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
made as of this 1st day of July, 2007, by and between MINNESOTA LIFE INSURANCE
COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC.
("Distributor"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated April 18, 2002, as amended June 27, 2003 (the
"Agreement"), in which the Company offers to the public certain group and
individual variable annuity and variable life insurance contracts (the
"Contracts"); and
WHEREAS, the parties have agreed to amend the Agreement to modify the Funds
available as investment options under 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. FUNDS AVAILABLE. The second recital of the Agreement is hereby deleted
and replaced with the following language:
"WHEREAS, the Company wishes to make available as investment options
under the Contracts Class II shares of VP Income & Growth, VP Value, VP
Ultra and VP Inflation Protection Bond (the "Funds"), each of which is a
series of mutual fund shares registered under the Investment Company Act of
1940, as amended, and issued by American Century Variable Portfolios, Inc.
and/or American Century Variable Portfolios II, Inc. (collectively, the
"Issuer"); and"
2. COMPENSATION AND EXPENSES. Section 7(b) of the Agreement is hereby
deleted in its entirety and is replaced with the following language:
"(b) Distributor acknowledges that it will derive a substantial
savings in administrative expenses, such as a reduction in expenses related
to postage, shareholder communications and recordkeeping, by virtue of
having a single shareholder account per Fund for the Accounts rather than
having each Contract owner as a shareholder. In consideration of the
Administrative Services and performance of all other obligations under this
Agreement by the Company, Distributor will pay the Company a fee (the
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"Administrative Services Fee") equal to (i) 10 basis points (0.10%) per
annum of the average aggregate amount invested by the Company under this
Agreement in Class II shares of the Funds, except for VP Inflation
Protection Bond Fund; or (ii) 5 basis points (0.05%) per annum of the
average aggregate amount invested by the Company in Class II shares of VP
Inflation Protection Bond Fund. The payments received by the Company under
this SECTION 7(b) are for administrative and shareholder services only and
do not constitute payment in any manner for investment advisory services or
for costs of distribution."
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 Amendment No. 2 as
of the date first above written.
MINNESOTA LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT SERVICES,
INC.
By: By:
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Name: Xxxxx X. Xxxx Name:
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Title: Senior Vice President Title:
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