Exhibit 26(h)(18)(v)
AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT
This Amendment to Fund Participation Agreement (the "Amendment") is dated
April 30, 2013, and is entered into by and among Minnesota Life Insurance
Company, a Minnesota insurance company (the "Company"), Financial Investors
Variable Insurance Trust, a Delaware Statutory Trust (the "Trust" or the
"Fund," and each series of the Trust listed on Exhibit B, as applicable, a
"Portfolio" and collectively, the "Portfolios"), ALPS Advisors, Inc. a Colorado
corporation, ("AAI"), ALPS Distributors, Inc., a Colorado corporation ("ADI")
and ALPS Portfolio Solutions Distributor, Inc., a Colorado corporation.
WHEREAS, the Company, the Trust, AAI, and ADI entered into Fund
Participation Agreement dated July 27, 2007 (the "Agreement"); and
WHEREAS, the Company, the Trust, AAI, and ADI wish to amend the Agreement in
order to (i) change the name of the Trust, (ii) change the distributor used by
the Portfolios, (iii) add certain additional Portfolios made available by the
Trust under the Agreement and (iv) incorporate certain other changes, as more
fully set forth below.
NOW THEREFORE, in consideration of the mutual covenants herein contained and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. All references to Financial Investors Variable Insurance Trust in the
Agreement are hereby changed to ALPS Variable Investment Trust, to reflect the
new name of the Trust.
2. All references to ALPS Distributors, Inc. in the Agreement are hereby
deleted and replaced with reference to ALPS Portfolio Solutions Distributor,
Inc., which hereby assumes the rights, duties and obligations of ALPS
Distributors, Inc. under the Agreement, to reflect the new distributor of the
Trust.
3. Section 6.1 of Article VI of the Agreement is hereby deleted and replaced
in its entirety with the following:
6.1 The Fund will pay no fee or other compensation to the Company under
this Agreement except that: (1) for Class I and Class II shares of the
Ibbotson Aggressive Growth ETF Asset Allocation Portfolio, Ibbotson
Growth ETF Asset Allocation Portfolio, Ibbotson Balanced ETF Asset
Allocation Portfolio, Ibbotson Income and Growth ETF Asset Allocation
Portfolio and Ibbotson Conservative ETF Asset Allocation Portfolio, the
Adviser may make payments to the Company or any distributor for the
Contracts in an amount agreed to between the Adviser and the Company and
as set forth under Schedule D; (2) for Class II and Class III shares
only, the Distributor may, on behalf of the Fund, make payments as set
forth in Schedule D to the Company out of the Fund's own assets pursuant
to Rule 12b-1 under the 1940 Act in recognition of the distribution
related activities provided by the Company on behalf of the Fund to
Contract
owners who allocate assets to the Class II or Class III Shares, and/or
in recognition of the economies provided to the Fund as a result of
personal services provided to Contract owners and/or the maintenance of
Contract owner accounts by the Company utilizing an omnibus relationship
and (3) for Class III shares only, the Distributor may, on behalf of the
Fund, make payments as set forth in Schedule D to the Company out of the
Fund's own assets pursuant to the terms of its Shareholder Service Plan
for administrative services. Notwithstanding the foregoing, Company
acknowledges that any compensation to be paid to Company by the
Distributor with respect to (2) and (3) of this Section 6.1 is paid from
proceeds paid to the Distributor by the Fund, and to the extent the
Distributor does not receive such proceeds for any reason, including
termination of a Rule 12b-1 or Shareholder Service Plan, the amounts
payable to Company will be reduced accordingly.
4. The following is added to the end of Section 2.4 of Article II of the
Agreement:
The Company represents and warrants that it will adhere to its own
policy intended to discourage shareholders from trading that could be
detrimental to long-term shareholders of the Fund (the "Policy") and
that the Policy complies with Rule 22c-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). The aforesaid includes among
other things, the monitoring of shareholder/participant trading activity
and the restriction of shareholder/participant trading privileges at the
sub-account level if warranted by the Fund.
5. Schedule B of the Agreement is hereby deleted and replaced in its
entirety with the new Schedule B attached hereto.
6. Schedule D of the Agreement is hereby deleted and replaced in its
entirety the new Schedule D attached hereto.
7. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect. Any items not herein
defined shall have the meaning given to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment effective as of the date first written above.
MINNESOTA LIFE INSURANCE COMPANY ALPS VARIABLE INVESTMENT TRUST
(formerly, Financial Investors
Variable Insurance Trust)
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Name: Xxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President Title: President
ALPS ADVISORS, INC. ALPS DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
---------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Title: President Title: Vice President
ALPS PORTFOLIO SOLUTIONS DISTRIBUTOR, INC.
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
PARTICIPATION AGREEMENT
SCHEDULE B
The Separate Account(s) shown on Schedule A may invest in the following
Portfolios of the Fund.
ALPS VARIABLE INVESTMENT TRUST
Ibbotson Aggressive Growth ETF Asset Allocation Portfolio (Class I/Class II)
Ibbotson Growth ETF Asset Allocation Portfolio (Class I/Class II)
Ibbotson Balanced ETF Asset Allocation Portfolio (Class I/Class II)
Ibbotson Income and Growth ETF Asset Allocation Portfolio (Class I/Class II)
Ibbotson Conservative ETF Asset Allocation Portfolio (Class I/Class II)
Ibbotson MVP ETF Portfolio (Class I/Class II/Class III)
ALPS/Alerian Energy Infrastructure Portfolio (Class I/Class III)
PARTICIPATION AGREEMENT
SCHEDULE D
In consideration of the services performed pursuant to this Agreement and as
set forth below the following fee/payment schedule shall apply.
ALL DESIGNATED PORTFOLIOS
12B-1 SHAREHOLDER
NAME OF PORTFOLIO SHARE CLASS FEE SERVICE FEE
----------------- ----------- ----- -----------
Ibbotson Aggressive Growth ETF Class I None None
Asset Allocation Portfolio Class II 0.25% None
Ibbotson Growth ETF Asset Class I None None
Allocation Portfolio Class II 0.25% None
Ibbotson Balanced ETF Asset Class I None None
Allocation Portfolio Class II 0.25% None
Ibbotson Income and Growth ETF Class I None None
Asset Allocation Portfolio Class II 0.25% None
Ibbotson Conservative ETF Asset Class I None None
Allocation Portfolio Class II 0.25% None
Class I None None
Ibbotson MVP ETF Portfolio Class II 0.25% None
Class III 0.25% 0.25%
ALPS/Alerian Energy Infrastructure Class I None None
Portfolio Class III 0.25% 0.25%
In accordance with each Fund's then current prospectus, all fees, if any, shall
be paid based on the average daily net asset value of outstanding shares held
by shareholders receiving services described in the Agreement. Such payments
shall be computed daily and paid monthly in arrears. The determination of
average daily net assets shall be made at the close of each Business Day.
IBBOTSON AGGRESSIVE GROWTH ETF ASSET ALLOCATION PORTFOLIO, IBBOTSON GROWTH ETF
ASSET ALLOCATION PORTFOLIO, IBBOTSON BALANCED ETF ASSET ALLOCATION PORTFOLIO,
IBBOTSON INCOME AND GROWTH ETF ASSET ALLOCATION PORTFOLIO AND IBBOTSON
CONSERVATIVE ETF ASSET ALLOCATION PORTFOLIO ONLY
TOTAL ASSETS TOTAL ASSETS
ATTRIBUTABLE TO ATTRIBUTABLE TO
SHARES OF THE SHARES OF THE REVENUE SHARING
DESIGNATED PORTFOLIOS DESIGNATED PORTFOLIOS WILL BE PAID BY
HELD BY THE ACCOUNTS HELD BY THE ACCOUNTS ADVISER AT AN
FROM TO ANNUAL RATE OF
--------------------- --------------------- ---------------
$ 0.00 $ 249,999,999.99 0.125%
$ 250,000,000.00 $ 999,999,999.99 0.150%
$ 1,000,000,000.00 $ 2,249,999,999.99 0.175%
$ 2,500,000,000.00 above 0.200%
Such payments shall be computed daily and paid monthly in arrears. The
determination of total assets attributable to shares of the Designated
Portfolios held by the Accounts shall be made at the close of each Business
Day. The foregoing revenue sharing payments will be made solely in connection
with assets attributable to Shares of the Ibbotson Aggressive Growth ETF Asset
Allocation Portfolio, Ibbotson Growth ETF Asset Allocation Portfolio, Ibbotson
Balanced ETF Asset Allocation Portfolio, Ibbotson Income and Growth ETF Asset
Allocation Portfolio and Ibbotson Conservative ETF Asset Allocation Portfolio.
