EXHIBIT 24.B.8.(MM)
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
This Agreement, effective as of March 9, 2012, is between Minnesota Life
Insurance Company, a life insurance company organized under the laws of the
State of Minnesota (the "Company") and Northern Lights Variable Trust, an
open-end management investment company organized as a Delaware business trust
(the "Trust"), and is intended to supplement the Fund Participation Agreement
dated March 9, 2012 by and between the Company, the Trust, Adviser, and
Underwriter (the "Participation Agreement"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Participation Agreement.
Whereas, the funds listed in Exhibit A hereto, each of which is a series of the
Trust (each a "Fund" and collectively, the "Funds") have adopted a plan ("12b-1
Plan") for purposes of paying for distribution and shareholder services under
Rule 12b-1 of the Investment Company Act of 1940 with respect to the Fund; and
Whereas, the Company intends to issue Contracts that will be funded by an
investment in the Fund; and
Whereas, the Company is interested in performing distribution and shareholder
services for the Trust with respect to each Fund in exchange for the receipt of
fees pursuant to the 12b-1 Plan.
In consideration of the foregoing and the mutual covenants set forth below the
Company and the Trust agree as follows:
1. DISTRIBUTION AND SHAREHOLDER SERVICES. The Company has agreed to assist
Trust, as it may request from time to time, with the provision of distribution
and shareholder services to the Fund, as they may relate to the investment in
the Fund by the Accounts. It is anticipated that such services shall include
any activities primarily intended to result in the sale of shares of the Fund,
including (but not limited to): distribution of Fund reports, prospectuses, and
SAIs to other than existing holders of Contracts; the preparation and
distribution of sales literature and advertising material for the Fund as may
be reasonably requested by the Fund from time to time; continuing education and
training of insurance agents and other representatives of the Company, as well
as other financial advisors, with respect to the Fund and serving as funding
vehicles for the Contracts; the provision of distribution support services by
insurance agents and other representatives of the Company, as well as other
financial advisors, who will provide personal service and attention to the
foregoing; and other distribution and shareholder services in respect of the
Fund as mutually agreed upon from time to time.
2. PAYMENT FOR SERVICES. In consideration of the distribution and shareholder
services to be provided by the Company and its agents, the Trust, in accordance
with the 12b-1 Plan, shall pay to the Company the fees with respect to each
Fund equal to the amount set forth in Exhibit A per annum of the average
aggregate net asset value of the shares of the Fund held by the Accounts under
the Participation Agreement. For purposes of computing the payment to the
Company contemplated under this Paragraph 2, the average aggregate net asset
value of shares of the Fund held by the Accounts over a monthly period shall be
computed by totaling each Account's aggregate investment (share net asset value
multiplied by total number of shares held by the Account) on each business day
during the calendar month, and dividing by the total number of business days
during each month. The payments contemplated by this Paragraph 2 shall be
calculated by the Fund at the end of each calendar month and will be paid to
each Company within 30 calendar days thereafter.
3. TERM AND TERMINATION. This Agreement will terminate automatically upon
assignment (as defined in the 1940 Act). Unless terminated as herein provided,
this Agreement shall continue in effect for one year from the effective date
and shall continue in effect for successive periods of one year thereafter, but
only so long as each such continuance is specifically approved by votes of a
majority of both: (i) the Trustees of the Trust; and (ii) the Trustees who are
not interested persons of the Trust (as defined in the 0000 Xxx) and who have
no direct or indirect financial interest in the operation of this Agreement
(the "Qualified Trustees"), cast in person at a meeting called for the purpose
of voting on such approval. This Agreement may be terminated with respect to
the Fund at any time by the vote of a majority of the Qualified Trustees or by
vote of a majority of the outstanding voting securities (as defined in the 0000
Xxx) of the Fund. If this Agreement is terminated with respect to the Fund, the
Fund will not be required to make any
payments for expenses incurred after the date of termination. Unless terminated
with respect to the Fund by the vote of a majority of the Qualified Trustees or
by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Fund, payments pursuant to this Agreement shall continue for
so long as the Separate Accounts own shares of the Fund.
4. RELATIONSHIP TO OTHER AGREEMENTS. This Agreement is intended to supplement
the Participation Agreement and not intended to conflict with or supersede the
provisions of the Participation Agreement. All representations and warranties
made by the parties in the Participation Agreement are incorporated into this
Agreement and shall be deemed to have been made in connection with this
Agreement.
NORTHERN LIGHTS VARIABLE TRUST
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
MINNESOTA LIFE INSURANCE COMPANY
By: Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Second Vice President and Actuary
EXHIBIT A
FUND FEE
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TOPS/TM/ Capital Preservation ETF Portfolio - Class 2 0.25%
TOPS/TM/ Balanced ETF Portfolio - Class 2 0.25%
TOPS/TM/ Moderate Growth ETF Portfolio - Class 2 0.25%
TOPS/TM/ Growth ETF Portfolio - Class 2 0.25%
TOPS/TM/ Aggressive Growth ETF Portfolio - Class 2 0.25%
TOPS/TM/ Protected Balanced ETF Portfolio - Class 2 0.25%
TOPS/TM/ Protected Moderate Growth ETF Portfolio - Class 2 0.25%
TOPS/TM/ Protected Growth ETF Portfolio - Class 2 0.25%
TOPS/TM/ Capital Preservation ETF Portfolio - Class 2 0.25%
