EXHIBIT 24(C)(8)(HH)
Xxxxxxx, Xxxxx Asset Management, L.P.
00 Xxx Xxxx
Xxx Xxxx, XX 00000
April 1, 2010
Minnesota Life Insurance Company
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000-0000
Ladies and Gentlemen:
This letter sets forth the agreement between MINNESOTA LIFE INSURANCE
COMPANY ("you" or the "Company") and the undersigned ("we", "Xxxxxxx Sachs
Asset Management, L.P." or "GSAM")) concerning certain administrative services
to be provided by you, with respect to the Xxxxxxx Xxxxx Variable Insurance
Trust (the "Trust").
1. The Trust. The Trust is a Delaware statutory trust registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of one or more separate series ("Portfolios") of shares and
serves as a funding vehicle for variable annuity contracts and variable life
insurance contracts. As such, the Trust sells its shares to insurance companies
and their separate accounts. With respect to various provisions of the Act, the
SEC requires that owners of variable annuity contracts and variable life
insurance contracts be provided with materials and rights similar to those
afforded to shareholders of a publicly-available SEC-registered mutual fund.
2. The Company. The Company is a Minnesota life insurance company. The
Company issues variable annuity contracts and variable life insurance policies
(the "Contracts") supported by Separate Accounts (the "Separate Account"; if
more than one, the term "Separate Account" shall apply to each Separate Account
subject hereto) which is registered with the SEC as a unit investment trust.
The Company has entered into a participation agreement (the "Participation
Agreement") with the Trust pursuant to which the Company purchases shares of
the Trust for the Separate Account supporting the Company's Contracts.
3. Xxxxxxx, Sachs & Co. Xxxxxxx, Xxxxx & Co. serves as the distributor for
the Trust. Xxxxxxx Sachs Asset Management, L.P. serves as the Trust's
investment adviser. GSAM supervises and assists in the overall management of
the Trust's affairs under an Investment Management Agreement with the Trust,
subject to the overall authority of the Trust's Board of Trustees in accordance
with Delaware law. Under the Investment Management Agreement, we are
compensated for providing investment advisory and certain administrative
services.
4. Administrative Services. You have agreed to assist us, as we may request
from time to time, with the provision of administrative services to the Trust
or GSAM, as they may relate to the investment in the Trust by the Separate
Account. It is anticipated that such services may include (but shall not be
limited to) the mailing of Trust reports, notices, proxies and proxy statements
and other informational materials to owners of the Contracts supported by the
Separate Account; the transmission of purchase and redemption requests to the
Trust's transfer agent; the maintenance of separate records for each owner of a
Contract; the preparation of various reports for submission to the Trust's
Trustees; the provision of shareholder support services with respect to the
Portfolios serving as funding vehicles for the Company's Contracts; and the
services listed on Schedule
A.
5. Payment for Administrative Services. In consideration of the services to
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 Trust, an
amount equal to 10 basis points (.10%) per annum of the average aggregate net
asset value of the SERVICE SHARES of the Trust held by the Separate Account
under the Participation Agreement. 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 Account over a one-month
period shall be computed by totaling the Separate Account's aggregate
investment (share net asset value multiplied by total number of shares held by
the Separate Account) 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.
6. Nature of Payments. The parties to this letter agreement recognize and
agree that GSAM's payments to the Company relate to administrative services
only and do not constitute payment in any manner for investment advisory
services or for costs of distribution of the Contracts or of Trust shares; and,
further, that these payments are not otherwise related to investment advisory
or distribution services or expenses, or administrative services which the
Company is required to provide to owners of the Contracts pursuant to the terms
thereof. In this regard, you represent that you may legally receive the
payments contemplated by this agreement.
7. Term. This letter agreement shall remain in full force and effect for an
initial term of one year, and shall automatically renew for successive one-year
periods unless either party notifies the other upon sixty (60) days' written
notice of its intent not to continue this agreement. This letter agreement
shall terminate automatically upon the redemption of the Separate Account's
investment in the Trust.
8. Representations and Warranties. The Company represents and warrants that:
(a)it is an insurance company duly organized and in good standing under
Minnesota State law;
(b)its entering into and performing its obligations under this letter
agreement does not and will not violate its charter documents or
by-laws, rules or regulations, or any agreement to which it is a
party; and
(c)it will keep confidential any information acquired in connection with
the matters contemplated by this letter agreement regarding the
business and affairs of the Trust, GSAM and their affiliates.
9. Interpretation. This letter agreement shall be construed in accordance
with the laws of the State of Delaware, without giving effect to the principles
of conflicts of laws, subject to the following rules:
(a)This letter agreement shall be subject to the provisions of the Act,
and the rules, regulations and rulings thereunder, including such
exemptions from that statute, rules and regulations as the SEC may
grant, and the terms herein shall be limited, interpreted and
construed in accordance therewith.
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(b)The captions in this letter agreement are included for convenience of
reference and in no way define or delineate any of the provisions
herein or otherwise affect their construction or effect.
10. Amendment. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing.
11. Counterparts. This letter agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same instrument.
If this letter agreement is consistent with your understanding of the
matters we discussed concerning your administrative services, kindly sign below
and return a signed copy to us.
Very truly yours,
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx XxXxxxxx
-----------------------------
Name: Xxxxx XxXxxxxx
Title: Managing Director
Acknowledged and Agreed to:
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
-------------------------
Name: Xxxxx X. Xxxx
-------------------------
Title: Executive Vice President
-------------------------
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SCHEDULE A
MAINTENANCE OF BOOKS AND RECORDS
. Record issuance of shares
. Record transfers (via net purchase orders)
. Reconciliation and balancing of the Separate Account at the Trust level
in the general ledger, at various banks and within systems interface to
the summary of each Contract Owner's position
PURCHASE ORDERS
. Determination of net amount available for investment by the Trust
. Deposit of receipts at Trust custodian by Trust (wire order)
. Notify custodian of estimated amount required to pay dividend
distributions or reinvestments
REDEMPTION ORDERS
. Determination of net amount required for redemptions by Trust
. Notification of custodian and Trust of cash required to meet payments
. Cost of share redemptions
FUND-RELATED CONTRACT OWNER SERVICES
. Printing and mailing costs associated with dissemination of Trust
prospectus to existing Contract Owners (which shall not include proxies)
. Telephonic support for Contract Owners with respect to inquiries about
the Trust (not including information related to sales of annuity
contracts)
. Printing and mailing costs associated with dissemination of Trust
reports and notices to existing Contract Owners or prospects (other than
proxies)
OTHER ADMINISTRATIVE SUPPORT
. Sub-accounting services
. Providing other administrative support to the Trust as mutually agreed
between insurer and the Trust
. Relieving the Fund of other usual or incidental administrative services
provided to individual shareholders
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