Exhibit 99.(m)(2)
FUND SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on November 6, 2007, between Minnesota Life
Insurance Company ("Minnesota Life") and Securian Financial Services, Inc.
("Securian"), each of which is a subsidiary of Minnesota Mutual Companies, Inc.
and a corporation domiciled in the State of Minnesota; and
WHEREAS, Minnesota Life issues variable life insurance policies and
variable annuity contracts (collectively the "Variable Contracts") through its
variable separate accounts ("Separate Accounts") which, in turn, invest in
designated shares (or in designated Classes thereof) issued by registered
investment companies, including Advantus Series Fund, Inc. (the "Fund"); and
WHEREAS, the Fund has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to Securian in exchange for both
distribution and non-distribution related services to the Fund's Portfolios (and
any class thereof) covered by the Plan of Distribution; and
WHEREAS, Minnesota Life desires to provide to the Fund, on behalf of
Securian, the services described in the Plan of Distribution, and Securian
desires to have Minnesota Life provide such services in the manner described
herein; and
WHEREAS, Minnesota Statutes Section 60D.20 requires that agreements between
subsidiaries of Minnesota Mutual Companies, Inc. must be fair and reasonable;
and
WHEREAS, the parties believe that Securian's payment to Minnesota Life of
the fees described herein is a fair and reasonable basis upon which to
compensate Minnesota Life for the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Services: Minnesota Life agrees to provide the following services to
the Fund's Portfolios (and any Class thereof) covered by the Plan of
Distribution on behalf of Securian:
A. Distribution-Related Services. Distribution-related services
provided pursuant to this Agreement shall include payment for,
among other things, the printing of prospectuses and reports used
for sales purposes, preparing and distributing sales literature
and related expenses, advertisements, education of contract
owners or dealers and their representatives, trail commissions,
and other distribution-related expenses, including a prorated
portion of the overhead expenses of the Distributor or the
Insurance Companies which are attributable to the distribution of
these Variable Contracts.
B. Non-Distribution Related Services. Non-distribution services
provided pursuant to this Agreement shall include payment for,
among other things, responding to inquiries from owners of
Variable Contracts regarding the Fund, printing and mailing Fund
prospectuses and other shareholder communications to existing
Variable Contract owners, direct communications with Variable
Contract owners regarding Fund operations and Portfolio
composition and performance, furnishing personal services or such
other enhanced services as the Fund or a Variable Contract may
require, or maintaining customer accounts and records.
2. Payments to Minnesota Life. For the services described herein,
Securian agrees to pay Minnesota Life on a quarterly basis an amount
that is equal, on an annual basis, to .25% of the average combined
daily net assets of all the designated Portfolios (or designated Class
thereof) of the Fund which are attributable to the Variable Contracts
and part of the Plan of Distribution.
The payments contemplated by this paragraph shall be calculated by
Securian at the end of each quarter and will be paid to Minnesota Life
within thirty (30) days thereafter. Payment will be accompanied by a
statement showing the calculation of the quarterly amount payable and
such other supporting data as may be reasonably requested by Minnesota
Life.
3. Nature of the Payments. The parties recognize and agree that
Securian's payments to Minnesota Life hereunder relate solely to the
services to the Fund described in this Agreement and performed by
Minnesota Life on behalf of Securian.
4. Term. This Agreement shall remain in full force and effect for any
Portfolio (or designated Class thereof) of the Fund only so long as
such Portfolio (or designated Class thereof) is subject to the
provisions of the Plan of Distribution, unless terminated in
accordance with paragraph 5.
5. Termination. This Agreement may be terminated by either party upon
sixty (60) days advance written notice or immediately upon termination
of the Plan of Distribution.
6. Representations by Minnesota Life. Minnesota Life represents and
agrees that it will maintain and preserve all records as required by
law to be maintained and preserved by it in connection with the
services described herein and that it will otherwise comply with all
laws, rules and regulations applicable to the performance of the
services. Minnesota Life further represents and warrants that the
receipt of fees hereunder will not constitute a "prohibited
transaction" as such term is defined in Section 406 of the Employee
Retirement Income Security Act, as amended, and Section 4975 of the
Internal Revenue Code of 1986, as amended.
Minnesota Life represents that it will indemnify and hold Securian,
the Fund and the Fund's advisor and sub-advisors harmless from any and
all direct or indirect liabilities or losses resulting from negligent
actions or inactions, of or by it or its officers, employees or agents
regarding its responsibilities under this Agreement. This
indemnification shall survive the termination of this Agreement.
Minnesota Life represents that neither it nor any of its officers,
employees or agents are authorized to make any representation
concerning Fund shares except those contained in the registration
statement or prospectus for Fund shares, as such registration
statement and prospectus may be amended or supplemented from time to
time, or in reports or proxy statements for the Fund, or in sales
literature or other
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promotional materials approved by the Fund or its designee or by
Securian, except with the permission of the Fund or Securian or the
designee of either.
7. Authority. This Agreement shall in no way limit the authority of the
Fund, its adviser or Securian to take such action as any of those
parties may deem appropriate or advisable in connection with all
matters relating to operations of the Fund and/or the sale of its
shares. Minnesota Life agrees and understands that the obligations of
Securian under this Agreement are not binding upon the Fund.
8. Miscellaneous. This Agreement may be amended only upon mutual
agreement of the parties hereto in writing. This Agreement may not be
assigned by a party, by operation of law or otherwise, without the
prior written consent of the other party. This Agreement constitutes
the entire agreement between the parties with respect to the matters
described herein and supersedes any previous agreements and documents
with respect to such matters. It may be executed in counterparts, each
of which shall be deemed to be an original but all of which shall
together constitute one and the same instrument. Minnesota Life agrees
to notify Securian promptly if for any reason it is unable to perform
fully and to promptly any of its obligations under this Agreement.
9. Independent Contractor. For purposes of this Agreement, Minnesota Life
is an independent contractor and its employees or its associates shall
not be employees of Securian. Services performed by Minnesota Life on
behalf of Securian shall be as its agent, and records maintained by
Minnesota Life on behalf of Securian shall be considered to be those
of Securian.
IN WITNESS WHEREOF, Minnesota Life and Securian have caused this Agreement
to be executed in duplicate by their executive officers. This Agreement shall be
effective on November 6, 2007.
MINNESOTA LIFE INSURANCE COMPANY
By:
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Title:
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SECURIAN FINANCIAL SERVICES, INC.
By:
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Title:
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