Exhibit 26(h)(13)(vi)
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INVESTMENT MANAGEMENT@
MFS INVESTMENT MANAGEMENT 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000
December 7,2005
Xx. Xxxxxxx Xxxxxx
Minnesota Life Insurance Company 000 Xxxxxx Xx X
Xxxxx Xxxx. MN 55101-2015
Dear Xx. Xxxxxxx Xxxxxx:
The purpose of this letter is to amend the Participation Agreement among
Massachusetts Financial Services Company ("MFS"), MFS Variable Insurance Trust
("VIT") and Minnesota Life Insurance Company (the "Company"), made and entered
into as of March 28, 2002 (the "Agreement"). The amendments would enable VIT (i)
to sell its shares to additional qualified parties, including funds-of-funds
operated by certain insurance companies ("Funds-of-Funds"); and (ii) to make
in-kind redemptions.
The Agreement currently permits VIT shares to be sold only to insurance
companies and their separate accounts and qualified pension and retirement plans
(as well as MFS and its affiliates). MFS and VIT intend to amend the Agreement
to allow sales of VIT shares to any other person or plan to the extent such
sales would not cause any Participating Insurance Company to violate the
diversification requirements of Section 817(h) of the Internal Revenue Code of
1986, as amended. Such an amendment would be sufficiently broad to permit sales
of VIT shares to Funds-of-Funds. As such, Article I, Section 1.3 of the
Agreement is amended to read as follows:
1.3
The Trust and MFS agree that the Shares will be sold only to insurance companies
which have entered into participation agreements with the Trust and MFS (the
"Participating Insurance Companies") and their separate accounts, qualified
pension and retirement plans, MFS or its affiliates, and any other person or
plan permitted to hold shares of the Trust pursuant to Treasury Regulation
1.817-5 without impairing the ability of the Company, on behalf of its separate
accounts, to consider the Shares as constituting investments of the separate
accounts for the purpose of satisfying the diversification requirements of
Section 817(h). The Trust and MFS will not sell Trust shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Articles III and VII of this Agreement is in effect to
govern such sales. The Company will not resell the Shares except to the Trust or
its agents.
Currently, the Agreement provides only for cash redemptions. This amendment to
the Agreement will permit VIT to make in-kind redemptions in addition to cash
redemptions, to the extent permitted by law and as described in the VIT
Prospectus. The amendment is principally intended to permit in-kind redemptions
in the event of large- scale redemptions, such as those in connection with
substitutions. As such, Article I, Section 1.4 of the Agreement is amended to
read as follows:
1.4.
The Trust agrees to redeem for cash or, to the extent permitted by applicable
law, in-kind, on the Company's request, any full or fractional Shares held by
the Accounts (based on orders placed by Policy owners prior to the close of
regular trading on the NYSE on that Business Day), executing such requests on a
daily basis at the net asset value next computed after receipt by the Trust or
its designee of the request for redemption. For purposes of this Section 1.4,
the Company shall be the designee of the Trust for receipt of requests for
redemption from Policy owners and receipt by such designee shall constitute
receipt by the Trust; provided that the Trust
Letter Amendment
December 7, 2005
Page 2 of 2
receives notice of such request for redemption by 9:00 a.m. New York time on the
next following Business Day.
Except as modified and amended above, the Agreement is hereby ratified and
confirmed in full force and effect accordance with its terms. All capitalized
terms not defined in this letter shall have the meanings ascribed to them in the
Agreement.
Please indicate your acceptance of these amendments by having the enclosed
duplicate copy of this letter signed where indicated below by an appropriate
officer of the Company and return this duplicate copy at your earliest
convenience.
Should you have any questions regarding these amendments, please contact Xxxx
Xxxxxxx, Vice President-Business Support & Development, at 617.954.5594 or Xxxxx
Xxxxxxx, Counsel, at 617.954.5843.
Very truly yours,
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer.
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Executive Vice President and
Director of Global Distribution
MFS VARIABLE INSURANCE TRUST
ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Secretary
ACCEPTED by:
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: VP - Life Product Manufacturing
