8(y)(iii)
AMENDMENT NUMBER THREE TO PARTICIPATION AGREEMENT
This AMENDMENT NUMBER THREE TO PARTICIPATION AGREEMENT (the "Amendment") is
made and entered into as of October 1, 2012, by and among MINNESOTA LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund"), XXXXXX
XXXXXXX DISTRIBUTION, INC. (the "Underwriter"), and XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC. (the "Adviser"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Participation Agreement.
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered
into a Participation Agreement dated as of June 1, 2007, as such agreement has
been amended and may be further amended from time to time (the "Participation
Agreement"); and
WHEREAS, the Company, the Fund, the Underwriter, and the Adviser wish to
amend the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund, the Underwriter, and the Adviser agree to
amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced with
the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced with
the attached Schedule B.
3. Except as provided herein, the Participation Agreement shall remain in
full force and effect. This Amendment and the Participation Agreement,
as amended, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersede any and all
prior agreements or understandings between the parties hereto pertaining
to the subject matter hereof. In the event of any conflict between the
terms of this Amendment and the Participation Agreement, the terms of
this Amendment shall control.
4. This Amendment may be amended only by written instrument executed by
each party hereto.
5. This Amendment shall be effective as of the date written above.
6. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement binding on all
parties. Each party shall become bound by this Amendment immediately
upon signing any counterpart, independently of the signature of any
other party.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified above.
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxx
----------------------------------
Name: Xxxxx Xxxx
Title: Executive Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxx Xxx
----------------------------------
Name: Xxxxxx Xxx
Title: President and Principal Executive
Officer
XXXXXX XXXXXXX DISTRIBUTION, INC.
By: /s/ Xxxx Xxxxx
----------------------------------
Name: Xxxx Xxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxx X'Xxxxxx
----------------------------------
Name: Xxxx X'Xxxxxx
Title: Managing Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
FORM NUMBER AND NAME OF
NAME OF SEPARATE ACCOUNT CONTRACT FUNDED BY SEPARATE ACCOUNT
------------------------ ------------------------------------------------
Variable Annuity Account MultiOption Advisor Variable Annuity (02-70067)
(B Class, C Class and L Class)
MultiOption Legend Variable Annuity (06-70139)
MultiOption Extra Variable Annuity (06-70147)
MultiOption Guide Variable Annuity
(ICC 12-70237)
(B Series and L Series)
Minnesota Life Individual Variable Minnesota Life Accumulator Variable Universal
Universal Life Account Life Policy (07-660)
Minnesota Life Variable Life Account Variable Adjustable Life (98-670)
Variable Adjustable Life Horizon (99-680)
Variable Adjustable Life Second Death (98-690)
Variable Adjustable Life Summit (03-640)
Variable Adjustable Life Survivor (04-690)
A-1
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
UIF Emerging Markets Equity Portfolio - Class II Shares
B-1
