EX - 99.8(g)(v)
FIFTH AMENDMENT TO TARGET FUNDS PARTICIPATION AGREEMENT
(FOR PRODUCTS SOLD THROUGH W&R DISTRIBUTION SYSTEM)
This Fifth Amendment (the "Amendment") is entered into this 14th day of
April, 2008, by and among Minnesota Life Insurance Company ("Company"), ▇▇▇▇▇▇▇
& ▇▇▇▇, Inc. ("W&R"), and W&R Target Funds, Inc. (the "Funds").
WHEREAS, the Target Funds Participation Agreement (for products sold
through W&R Distribution System) ("Agreement") is intended to apply to
private-label products issued by Company for distribution by W&R or affiliates
of W&R which are named parties to the Agreement; and
WHEREAS, Company has created an individual, variable universal life
insurance ("VUL") product, as a private-label product for distribution by W&R
which will include some or all of the Funds; and
WHEREAS, the fees and other compensation for the private-label VUL product
differ from the fees or other compensation for the private-label variable
annuity so the parties desire to revise Exhibit C in its entirety;
NOW, THEREFORE, the parties agree as follows:
1. All references throughout the Agreement to "NASD" or "National
Association of Securities Dealers, Inc." shall going forward be
references to its successor entity "FINRA" or "Financial Industry
Regulatory Authority" respectively.
2. Section 1 of the Agreement shall be deleted and replaced with the
following:
a. "The scope of this Agreement is limited to inclusion of the
Funds in variable annuity and variable life contracts which
are private label products issued by Company and sold
through W&R and/or its affiliates named in this Agreement."
3. The first paragraph of Section 4 of the Agreement shall be
deleted and replaced with the following:
a. "All expenses incident to the performance by W&R and/or the
Funds under this Agreement shall be paid by W&R and/or the
Funds as applicable. W&R shall pay fees or other
compensation to the Company under this Agreement as provided
on Exhibit C. W&R's obligation to pay compensation or fees
as provided in Exhibit C shall survive termination of this
Agreement."
4. Exhibit C is deleted and replaced in its entirety by the Exhibit C
attached to this Fifth Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first written above.
MINNESOTA LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Its: Senior Vice President
▇▇▇▇▇▇▇ & ▇▇▇▇, INC.
By:
_______________________________
Its:
_______________________________
W&R TARGET FUNDS, INC.
By:
_______________________________
Its:
_______________________________
EXHIBIT C
(as amended April 14, 2008)
I. Fees or Other Compensation for Variable Annuities
(a) Compensation described in this Exhibit C shall apply to all
assets invested in the Funds in connection with variable
annuities (hereinafter the "Aggregated Assets").
(b) Each month, W&R shall calculate and pay to Company a fee that
shall be equal to twenty-five (25) basis points, on an annualized
basis, of the average daily account value of the Aggregated
Assets (including any seed money provided by Company or any of
its affiliates). If any portion of the fee is attributable to
12b-1 fees, W&R may, at its option, pay such portion of the fee
to the underwriter of the variable annuity contracts.
(c) If there is a reduction in 12b-1 fees, either due to a change in
the law or due to a change in the amount of 12b-1 fees paid by
the Fund(s), such reduction in 12b-1 fees shall not reduce the
amount of the fee owed by W&R pursuant to paragraph (b) above.
II. Fees or Other Compensation for Variable Universal Life Insurance
Policies
(a) Compensation described in this Exhibit C shall apply to all
assets invested in the Funds in connection with the policies
(hereinafter the "VUL Aggregated Assets").
(b) Each month, W&R shall calculate and pay to Company a fee that
shall be equal to forty-five (45) basis points, on an annualized
basis, of the average daily account value of the VUL Aggregated
Assets (including any seed money provided by Company or any of
its affiliates). If any portion of a Fund's fee is attributable
to 12b-1 fees, W&R may, at its option, pay such portion of the
fee to the underwriter of the VUL policies.
(c) If there is a reduction in 12b-1 fees, either due to a change in
the law or due to a change in the amount of 12b-1 fees paid by
the Fund(s), such reduction in 12b-1 fees shall not reduce the
amount of the fee owed by W&R pursuant to paragraph (b) above.
