Exhibit 8(kk)(ii)
SECOND AMENDMENT
TO PARTICIPATION AGREEMENT
AMONG NORTHERN LIGHTS VARIABLE TRUST,
NORTHERN LIGHTS DISTRIBUTORS, LLC,
VALMARK ADVISERS, INC., AND
MINNESOTA LIFE INSURANCE COMPANY
This Second Amendment (the "Amendment") is incorporated in and made a part
of the Fund Participation Agreement (the "Agreement") made as of the 12/th/ day
of March, 2012, by and among Minnesota Life Insurance Company (hereinafter the
"Company"), on its own behalf and on behalf of one or more segregated asset
accounts of the Company (hereinafter the "Account"), Northern Lights Variable
Trust (hereinafter the "Trust"), Northern Lights Distributors, LLC (hereinafter
the "Underwriter") and ValMark Advisers, Inc. (hereinafter the "Adviser"). The
following terms and conditions amend the terms of the Amendment and, in the
case of any conflict between the terms and conditions of the Agreement and the
terms and conditions of this Amendment, the language of this Amendment shall
control and govern. All capitalized and abbreviated terms defined in the
Agreement shall have the same definitions apply in this Amendment.
1. Schedule B of the Agreement is deleted and replaced with the Schedule B
to this Amendment, attached hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment
to the Agreement to be executed in its name and on its behalf by its duly
authorized representative as of November 5, 2013:
Company:
MINNESOTA LIFE INSURANCE COMPANY
By its authorized officer,
/s/ Xxxxx X. Xxxx
--------------------------------
By: Xxxxx X. Xxxx
Title: Executive Vice President
Date: 11-18-13
Trust:
NORTHERN LIGHTS VARIABLE TRUST
By its authorized officer,
/s/ Xxxxxx Xxxxxx
--------------------------------
By: Xxxxxx Xxxxxx
Title: President
Date: 11-18-13
Underwriter:
NORTHNERN LIGHTS DISTRIBUTORS, INC.
By its authorized officer,
/s/ Xxxx Xxxxxxx
-----------------------------------
By: Xxxx Xxxxxxx
Title: CCO
Date: 11-8-13
Advisor:
VALMARK ADVISERS, INC.
By its authorized officer,
/s/ Xxxxxxx X. XxXxxxx
-----------------------------------
By: Xxxxxxx X. XxXxxxx
Title: Chief Investment Officer
Date: 11-13-13
SCHEDULE B
(AS AMENDED SEPTEMBER 1, 2013)
Participating Portfolios
TOPS(R) Capital Preservation ETF Portfolio - Class 2
TOPS(R) Balanced ETF Portfolio - Class 2
TOPS(R) Moderate Growth ETF Portfolio - Class 2
TOPS(R) Growth ETF Portfolio - Class 2
TOPS(R) Aggressive Growth ETF Portfolio - Class 2
TOPS(R) Managed Risk Balanced ETF Portfolio - Class 2
TOPS(R) Managed Risk Moderate Growth ETF Portfolio - Class 2
TOPS(R) Managed Risk Growth ETF Portfolio - Class 2
TOPS(R) Managed Risk Flex ETF Portfolio