EXHIBIT 99.8(r)
ADMINISTRATION AGREEMENT
Agreement dated as of January 10, 2003 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
Securian Financial Group, Inc. ("Parent"), acting on behalf of itself and each
of its insurance company subsidiaries listed on Schedule A hereto (each a
"Company"), with respect to the separate accounts of such Companies listed on
Schedule B hereto, (each, an "Account").
WHEREAS, Parent is a Delaware Corporation; and
WHEREAS, each Account is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, each Company has retained Advantus Capital Management, Inc.
(the "Investment Adviser") to provide investment advisory services to the
Company; and
WHEREAS, Parent and each Company desires to retain the Administrator to
furnish certain administrative services to the Company, and the Administrator is
willing to furnish such services, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
Parent hereby appoints the Administrator to act as administrator with
respect to the Parent and each Company for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein.
Each Company will initially have the Accounts listed in
Schedule B to this Agreement. In the event that a Company establishes one or
more additional Accounts ("New Accounts") or Parent wishes to add to this
agreement one or more additional companies ("New Company") with respect to which
it wishes to retain the Administrator to act as administrator hereunder, the
Company, or Parent in the case of a New Company, shall notify the Administrator
in writing. Upon written acceptance by the Administrator, such New Accounts or
New Company shall become subject to the provisions of this Agreement to the same
extent as the existing Accounts and Companies, except to the extent that such
provisions (including those relating to the compensation and expenses payable by
the Company) may be modified with respect to each additional New Account or New
Company in writing by the Company and the Administrator at the time of the
addition of the New Account or New Company. Administrator agrees that it will
accept additional Accounts provided that (1) the types of securities held by
such Accounts, and (2) the
services to be provided by Administrator hereunder, are substantially the same
as the types of securities and services relating to the existing Accounts.
2. DELIVERY OF DOCUMENTS
Each Company will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. Each Account's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act") (if such
registration is required), and the 1940 Act and each Account's
Prospectus(es) and Statement(s) of Additional Information
relating to all Classes and all amendments and supplements
thereto as in effect from time to time;
b. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Parent and each
Company that:
a. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Parent, on behalf of itself and each Company represents and warrants to
the Administrator that:
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a. It is a corporation, duly organized, existing and in good
standing under the laws of the State of Delaware;
b. Each Company is a corporation, duly organized, existing and in
good standing under the laws of its state of organization;
c. It has the requisite power and authority to enter into this
Agreement on behalf of each Company; it has taken all requisite
action necessary and secured all requisite approvals and consents
(including but not limited to any required from each Company) to
appoint Administrator as administrator for each Company; and this
Agreement constitutes a legal, valid and binding obligation of
each Company, enforceable in accordance with its terms; and
d. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
e. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
f. Each Account is either an investment company properly registered
under the 1940 Act or exempt from such registration requirement;
g. With respect to each Account for which such registration is
required, a registration statement under the 1933 Act and the
1940 Act has been filed and will be effective and remain
effective during the term of this Agreement. The Parent also
warrants to the Administrator that as of the effective date of
this Agreement, all necessary filings under the securities laws
of the states in which each Company offers or sells interests in
the Accounts have been made;
h. No legal or administrative proceedings have been instituted or
threatened which would impair the Parent's or any Company's
ability to perform its duties and obligations under this
Agreement;
i. Its entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation
of the Parent or any Company or any law or regulation applicable
to it.
5. ADMINISTRATION SERVICES
5.1. Services. The Administrator shall provide the following services,
in each case, subject to the control, supervision and direction of the Company
and the review and comment by the Company's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Company and the Administrator:
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a. Prepare for review and approval by officers of the Company
financial information for the Accounts' semi-annual and annual
reports;
b. Provide other services and records as agreed upon by the parties.
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
5.2 Maintenance of Equipment, Procedures and Programs. Administrator
agrees that it will maintain:
a. Computer and other equipment necessary or appropriate to carry
out its obligations under this Agreement;
b. Commercially reasonable procedures and systems to safeguard from
loss or damage attributable to fire, theft or any other cause the
records and other data of Company; and
c. Commercially reasonable business continuation programs and
disaster recovery plans.
5.3 Training. In the event that Administrator develops remote look-up
capabilities related to its services provided under this Agreement,
Administrator agrees that it will, upon request from Company, provide training
to Company's oversight personnel necessary to assist Company to view its fund
administration records maintained by the Administrator.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Companies such compensation
for the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in the separate fee schedule described on Schedule C
attached to this Agreement. The fees are accrued daily and billed monthly and
shall be due and payable upon receipt of the invoice. Upon the termination of
this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, each Company shall reimburse the
Administrator for its out-of-pocket costs incurred in connection with this
Agreement.
The Companies agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for a Company through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Company's behalf at the Company's request or
with the Company's consent provided Administrator provides Company advance
written notice detailing the equipment, supplies or expense and the anticipated
costs.
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Each Company will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses to be borne by the
Company, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Company's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Company directly from parties other than
the Administrator; cost of trading operations and brokerage fees, commissions
and transfer taxes in connection with the purchase and sale of securities for
the Company; investment advisory fees; taxes, insurance premiums and other fees
and expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director\trustee or
employee of the Company; costs incidental to the preparation, printing and
distribution of the Company's registration statements and any amendments thereto
and shareholder reports; cost of typesetting and printing of prospectuses; cost
of preparation and filing of the Company's tax returns, Form N-1A, N-2, N-4 or
N-6 and Form N-SAR, and all notices, registrations and amendments associated
with applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and cost
of independent pricing services used in computing the Company's net asset value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid for solely by the
Administrator and that the Administrator shall be as fully responsible to the
Company for the acts and omissions of any such person or persons as it is for
its own acts and omissions, and further provided Administrator provides advance
written notice of its intent to do so.
7. PROPER INSTRUCTIONS.
"PROPER INSTRUCTIONS" means a writing signed or initialed by one or
more of such persons as Company shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if
Administrator reasonably believes them to have been given by a person authorized
to give such instructions with respect to the transaction involved. Company
shall cause all oral instructions to be confirmed in writing. Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices, provided that Company and
Administrator agree to security procedures. Company will deliver to
Administrator, on or prior to the date hereof and thereafter from time to time
as changes therein are necessary, Proper Instructions naming one or more
designated representatives to give Proper Instructions in the name and on behalf
of Company, which Proper Instructions may be received and accepted by
Administrator as conclusive evidence of the authority of any designated
representative to act for
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Company and may be considered to be in full force and effect until receipt by
Administrator of notice to the contrary. Unless such Proper Instructions
delegating authority to any person to give Proper Instructions specifically
limit such authority to specific matters or require that the approval of anyone
else will first have been obtained, Administrator will be under no obligation to
inquire into the right of such person, acting alone, to give any Proper
Instructions whatsoever. If Company fails to provide Administrator any such
Proper Instructions naming designated representatives, any instructions received
by Administrator from a person reasonably believed to be an appropriate
representative of Company will constitute valid Proper Instructions hereunder.
The term "designated representative" may include Company's employees and agents,
including investment managers and their employees. Company will provide upon
Administrator's request a certificate signed by an officer or designated
representative of Company, as conclusive proof of any fact or matter required to
be ascertained from Company hereunder. Company will also provide Administrator
Proper Instructions with respect to any matter concerning this Agreement
requested by Administrator. If Administrator reasonably believes that it could
not prudently act according to the Proper Instructions, or the instruction or
advice of Company's accountants or counsel, it may in its discretion, with
notice to Company, refrain from acting in accordance therewith.
8. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Company
for Proper Instructions and may consult with its own legal counsel at the
expense of the Administrator or outside counsel for the Company or the
independent accountants for the Company at the expense of the Company, with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable,
and shall be indemnified by the Company, for any action taken or omitted by it
in good faith in reliance upon any such Proper Instructions or advice or upon
any paper or document believed by it to be genuine and to have been signed by
the proper person or persons. The Administrator shall not be held to have notice
of any change of authority of any person until receipt of written notice thereof
from the Company. Nothing in this paragraph shall be construed as imposing upon
the Administrator any obligation to seek such instructions or advice, or to act
in accordance with such advice when received.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 Limitation of Liability of Administrator. The Administrator shall
be responsible for the performance of only such duties as are set forth in this
Agreement and, except as otherwise provided under Section 6, shall have no
responsibility for the actions or activities of any other party, including other
service providers. The Administrator shall have no liability in respect of any
loss, damage or expense suffered by the Company insofar as such loss, damage or
expense arises from the performance of the Administrator's duties hereunder in
reliance upon records that were maintained for the Company by entities other
than the Administrator prior to the Administrator's appointment as administrator
for the Company. The Administrator shall have no liability for any error of
judgment or mistake of law or for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless solely caused by or
resulting from
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the gross negligence or willful misconduct of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including, without
limitation, attorneys' fees) under any provision of this Agreement or for any
such damages arising out of any act or failure to act hereunder. In any event,
the Administrator's cumulative liability for each calendar year (a "Liability
Period") with respect to the Company under this Agreement regardless of the form
of action or legal theory shall be limited to its total annual compensation
earned with respect to the Company and fees payable hereunder during the
preceding Compensation Period, as defined herein, for any liability or loss
suffered by the Company including, but not limited to, any liability relating to
qualification of the Company as a regulated investment company or any liability
relating to the Company's compliance with any federal or state tax or securities
statute, regulation or ruling during such Liability Period. "Compensation
Period" shall mean the calendar year ending immediately prior to each Liability
Period in which the event(s) giving rise to the Administrator's liability for
that period have occurred. Notwithstanding the foregoing, the Compensation
Period for purposes of calculating the annual cumulative liability of the
Administrator for the Liability Period commencing on the date of this Agreement
and terminating on December 31, 2003 shall be the date of this Agreement through
December 31, 2003 on an annualized basis, and the Compensation Period for the
Liability Period commencing January 1, 2004 and terminating on December 31, 2004
shall be January 1, 2004 through December 31, 2004.
Each Company shall indemnify and hold the Administrator harmless from
all loss, cost, damage and expense, including reasonable fees and expenses for
counsel (including disbursements), incurred by the Administrator resulting from
any claim, demand, action or suit in connection with the Administrator's
acceptance of this Agreement, any action or omission by it in the performance of
its duties hereunder, or as a result of acting upon any instructions reasonably
believed by it to have been duly authorized by the Company, provided that this
indemnification shall not apply to actions or omissions of the Administrator,
its officers or employees in cases of its or their own gross negligence or
willful misconduct.
9.2 Other Limitations.
a. Neither party shall be liable to the other for consequential,
special or punitive damages.
b. The Administrator shall not be responsible or liable for the
failure or delay in performance of its obligations hereunder, or
those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by
circumstances beyond the affected entity's reasonable control,
including, without limitation: any interruption, loss or
malfunction of any utility, transportation, computer (hardware or
software) or communication service; inability to obtain labor,
material, equipment or transportation, or a delay in mails;
governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor disputes,
freezes, floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection.
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9.3 Survival. The indemnifications contained herein shall survive the
termination of this Agreement.
10. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Company, its Accounts, or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Company.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
Each Company assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it or its Accounts.
The Administrator agrees that all records which it maintains for the
Company shall at all times remain the property of the Company, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Company
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above.
At Company's expense at an hourly rate per Administrator employee as
agreed in the fee schedule referenced in Section 6 below, Administrator will
also provide reasonable assistance to Company's oversight personnel, and
reasonable access to Administrator's offices by such personnel, for the purpose
of auditing Administrator's performance of its duties hereunder, including the
systems, disclosure controls and procedures implemented by Administrator, but
only as they relate to Company.
12. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Company are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Company
from time to time, have no authority to act or represent the Company in any way
or otherwise be deemed an agent of the Company.
13. TERM AND TERMINATION
13.1 Term. This Agreement shall remain in full force and effect for an
initial term of three (3) years, and thereafter may be renewed for two
successive one (1) year terms upon
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consent by both parties. Thereafter, this Agreement shall automatically continue
in full force and effect for subsequent one (1) year terms unless either party
terminates this Agreement.
13.2 Termination. This Agreement may be terminated without penalty in
accordance with the following:
a. Either party may terminate this Agreement at the end of the
initial term or any subsequent term by providing written notice
of termination to the other party at least one hundred eighty
(180) days' prior to the end of such term. Notwithstanding the
preceding sentence, Administrator agrees that it will not
terminate this agreement at the end of the initial term solely
due to economic considerations relating to the fee schedule
agreed to by the parties.
b. In addition, either party may terminate this Agreement at any
time if any of the following events occur:
1) In the case of a material breach of any obligation under
this Agreement by the other party. The non-breaching party
shall give written notice to the breaching party specifying
the nature of the breach. If the breaching party fails to
cure such breach within ninety (90) days after its receipt
of written notice, or if such breach cannot be cured within
ninety (90) days with reasonable efforts then within a
reasonable time after receipt of such notice (provided,
however, that the defaulting party promptly commences and
diligently pursues efforts to cure), the non-breaching party
shall have the right to terminate this Agreement by written
notice to the breaching party specifying the date of
termination, which shall be not less than ninety (90) days
thereafter; or
2) In the case of four (4) material breaches of any obligation
or obligations under this Agreement by the other party
during any consecutive twelve-month period, whether or not
such breaches are cured as contemplated in Section
13.2(b)(1). The non-breaching party shall have the right to
terminate this Agreement within thirty (30) days after the
occurrence of the fourth material breach by written notice
to the breaching party specifying the date of termination,
which shall be not less than sixty (60) days thereafter; or
3) The other party makes an assignment for the benefit of
creditors or admits in writing its inability to pay its
debts as they become due; or a trustee, receiver or
liquidator of such other party or of any substantial part of
its assets is appointed, and if appointed in a proceeding
brought against such other party, such other party approves,
consents to or acquiesces in such appointment, or such
trustee, receiver or liquidator is not discharged within
sixty (60)
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days; or any proceedings are commenced by or against such
other party under any bankruptcy, reorganization,
dissolution, liquidation or supervision law or statute of
the United States government or any state government; or
4) In the event a Company or an Account is liquidated or agrees
to merge with another insurance company or Account and will
not be the surviving entity. A Company shall be entitled to
terminate this Agreement as to itself if such Company is the
entity to be liquidated or merged, or as to such Account if
an Account is to be liquidated or merged, upon one hundred
eighty (180) days prior written notice to the Administrator.
Termination of this Agreement with respect to any given
Company or Account shall in no way affect the continued
validity of this Agreement with respect to any other
Account; or
5) Termination of the separate Investment Accounting Agreement
between Administrator and the Parent. Unless the parties
agree otherwise, this Agreement shall terminate
automatically upon the date that such Investment Accounting
Agreement is terminated.
Neither party shall have any liability to the other party as a result of a
termination of this Agreement pursuant to clause (1), (2), (3), (4) or (5) above
or with respect to the unexpired portion of the then-current term of this
Agreement, provided, however, that all rights, obligations and liabilities
arising or accruing under this Agreement prior to the effective date of
termination shall survive such termination.
13.3 Actions upon Termination. Upon termination of this Agreement, the
parties agree that:
a. Companies shall pay to the Administrator such compensation
and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including
reasonable out-of-pocket expenses associated with such
termination.
b. Companies will designate a successor (which may be a
Company) by Proper Instruction to Administrator; and
c. Administrator will, upon payment of all sums due to it from
Companies hereunder, deliver all accounts and records and
other properties of Companies to the successor, or, if none,
to Companies, at the Administrator's office. Records
maintained in electronic form on the Administrator's systems
will be delivered in machine readable form.
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In the event that accounts, records or other properties remain in the
possession of the Administrator after the date of termination hereof for any
reason other than Administrator's failure to deliver the same, Administrator is
entitled to compensation for storage thereof during such period, and shall be
entitled to destroy the same if not removed by Companies within thirty (30) days
after written demand.
14. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other):
if to the Company:
Securian Financial Group, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attn: General Counsel
fax: 000-000-0000
if to the Administrator:
State Street Bank and Trust Company
000 Xxxxxxxxxxxx
Xxxxxx Xxxx, XX 00000
Attn: Senior Vice President, Insurance Services
Fax: 000-000-0000
15. ASSIGNMENT
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Administrator may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator. Administrator shall have the right to delegate and
sub-contract for the performance of any or all of its duties hereunder, provided
that Administrator shall remain responsible for the performance of such duties
and all the terms and conditions hereof shall continue to apply as though
Administrator performed such duties itself, and further provided that
Administrator provides prior notice of such sub-contract to Company.
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16. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, and all such counterparts taken together
shall constitute but one and the same Agreement.
17. ENTIRE AGREEMENT
This Agreement and the attached schedules contain the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersede all previous representations, warranties or commitments
regarding the services to be performed hereunder whether oral or in writing.
18. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
22. EACH COMPANY A SEPARATE PARTY
Each Company is a separate party to this Agreement, and no Company
shall be liable for the obligations of any other Company hereunder. Each Account
will be regarded for all
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purposes hereunder as a separate party apart from each other Account. Unless the
context otherwise requires, with respect to every transaction covered hereby,
every reference herein to Account is deemed to relate solely to the particular
Account to which such transaction relates. Under no circumstances will the
rights, obligations or remedies with respect to a particular Account constitute
a right, obligation or remedy applicable to any other Account. The use of this
single document to memorialize the separate agreement as to each Company and its
Accounts is understood to be for clerical convenience only and will not
constitute any basis for joining the Accounts for any reason. Notwithstanding
the foregoing provisions, Parent shall be jointly and severally liable for all
obligations of any Company hereunder.
23. AMENDMENT
This Agreement may be modified or amended from time to time by mutual
written agreement signed by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
SECURIAN FINANCIAL GROUP, INC., ON BEHALF OF ITSELF AND
EACH OF ITS SUBSIDIARIES LISTED ON SCHEDULE A
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
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ADMINISTRATION AGREEMENT
SCHEDULE A
LIST OF COMPANIES
Minnesota Life Insurance Company
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ADMINISTRATION AGREEMENT
SCHEDULE B
LISTING OF ACCOUNTS
VUL Account I
VUL Account II
Aggregate Bond
American Century Target 2005
American Century Target 2010
American Century Target 2015
American Century Target 2020
American Century Target 2025
Deutsche Bank Small Cap Index- VUL Account I
Deutsche Bank Small Cap Index- VUL Account II
Domestic Biotechnology
Emerging Enterprises
Fidelity Asset Manager: Growth
Fidelity Contrafund
Fidelity OTC
Fidelity VIP Equity - Income - Service Class Shares- VUL Account I
Fidelity VIP Equity - Income - Service Class Shares- VUL Account II
Fidelity VIP High Income - Service Class Shares- VUL Account I
Fidelity VIP High Income - Service Class Shares- VUL Account II
Fidelity VIP II Contrafund - Service Class Shares- VUL Account I
Fidelity VIP II Contrafund - Service Class Shares- VUL Account II
Group Variable Universal Life Account
High Yield Bond I
International Blend
International Core I
International Growth
International Value
Janus Aspen Capital Appreciation Portfolio - Service Class Shares- VUL Account I
Janus Aspen Capital Appreciation Portfolio - Service Class Shares- VUL Account II
Janus Aspen International Growth Portfolio - Service Class Shares- VUL Account I
Janus Aspen International Growth Portfolio - Service Class Shares- VUL Account II
Large Equity I
Large Equity II
Large Equity Index I
Large Equity IV
Large Equity V
Large Equity VI
Large Growth Equity I
Large Growth Equity II
Large Growth Equity III
Large Growth Equity Index I
Large Growth Equity Index II
Large Growth Equity V
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Large Growth Equity VI
Large Value Equity I
Large Value Equity II
Large Value Equity III
Large Value Equity Index I
Large Value Equity IV
Large Value Equity VII
LifeStrategy I
LifeStrategy II
LifeStrategy III
Long-Term Corporate Bond
Managed I
Managed II
Managed III
Managed IV
Minnesota Life Universal Life Account II
Minnesota Life Variable Life Account
Minnesota Life Variable Universal Life Account
Minnesota Life Variable Universal Life Account IV
Money Market
Mortgage
Multicap Growth Equity I
Multicap Growth Equity II
Real Estate
Short-Term Bond
Small Equity I
Small Equity II
Small Equity III
Small Equity Index I
Small Equity IV
Small Growth Equity II
Small Growth Equity III
Small Growth Equity V
Small Growth Equity VI
Small Growth Equity VII
Small Growth Equity VIII
Small Value Equity I
Small Value Equity III
Small Value Equity IV
University Separate Account
US Technology
Vanguard Extended Market Index Fund - Admiral
Vanguard GNMA - Admiral
Vanguard Institutional Index
Vanguard International Value
Vanguard Long Term Corporate - Admiral
Vanguard Prime Money Market
Vanguard Total Int'l Stock Index Fund
Vanguard US Treasury Money Market
Vanguard Wellington - Admiral
17
Vanguard Windsor II - Admiral
Variable Annuity Account
Variable Fund D
Variable Universal Life Account III
Variable Universal Life Account V
18
SCHEDULE C
FEE SCHEDULE
