EXHIBIT: 24(8)(I)(1)
ADMINISTRATIVE SERVICES AGREEMENT
Minnesota Life Insurance Company ("INSURER") and INVESCO ADVISERS, INC.
("INVESCO") (collectively, the "Parties") mutually agree to the arrangements
set forth in this Administrative Services Agreement (the "Agreement") dated as
of October 1, 2016.
WHEREAS, INVESCO is the investment adviser to AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) (the "Fund"), which is an open-end
management investment company that offers its shares exclusively to separate
accounts of life insurance companies, funds of funds and qualified plans; and
WHEREAS, INSURER issues variable life insurance policies and/or variable
annuity contracts (collectively, the "Contracts"); and
WHEREAS, INSURER has entered into a participation agreement, dated March 4,
2002 ("Participation Agreement") with the Fund, pursuant to which the Fund has
agreed to make shares of certain of its portfolios ("Portfolios") available for
purchase by one or more of INSURER's separate accounts or divisions thereof
(each, a "Separate Account"), in connection with the allocation by Contract
owners of purchase payments to corresponding investment options offered under
the Contracts; and
WHEREAS, INVESCO expects that the Fund, and its Portfolios, can derive
substantial savings in administrative expenses by virtue of having one or more
Separate Accounts of INSURER each as a single shareholder of record of
Portfolio shares, rather than having numerous public shareholders of such
shares; and
WHEREAS, INVESCO expects that INSURER will perform the administrative
services listed on Schedule A hereto (the "Administrative Services") to
facilitate investment in the Fund and the Portfolios; and
WHEREAS, INVESCO desires to compensate INSURER for providing the
Administrative Services.
NOW, THEREFORE, the Parties agree as follows:
SECTION 1. ADMINISTRATIVE SERVICES; PAYMENTS THEREFORE.
(a) INSURER shall provide the Administrative Services set out in Schedule A
hereto and made a part hereof, as the same may be amended from time to time.
For such Administrative Services, INVESCO agrees to pay to INSURER a quarterly
fee ("Quarterly Fee") equal to a percentage of the average daily net assets of
the Fund attributable to the Contracts issued by INSURER at the following
annual rates:
ANNUAL RATE
0.15%
(b) INVESCO shall calculate the Quarterly Fee at the end of each calendar
quarter and will make such payment to INSURER, without demand or notice by
INSURER, within 30 days thereafter, in a manner mutually agreed upon by the
Parties from time to time.
SECTION 2. NATURE OF PAYMENTS.
The Parties to this Agreement recognize and agree that INVESCO's payments
hereunder are for administrative services only and do not constitute payment in
any manner for investment advisory services, for costs of distribution of
Contracts or of Portfolio shares, and are not otherwise related to investment
advisory or distribution services or expenses. INSURER represents and warrants
that the fees to be paid by INVESCO for services to be rendered by INSURER
pursuant to the terms of this Agreement are to compensate the INSURER for
providing the Administrative Services to the Fund, and are not designed to
reimburse or compensate INSURER for providing administrative services with
respect to the Contracts or any Separate Account.
SECTION 3. TERM AND TERMINATION.
Any Party may terminate this Agreement, without penalty, on 60 days written
notice to the other Party. This Agreement will terminate automatically upon
termination of the Participation Agreement. Unless terminated, this Agreement
shall continue in effect for so long as INVESCO or its successor(s) in
interest, or any affiliate thereof, continues to perform in a similar capacity
for the Fund, and for so long as INSURER provides the Administrative Services
contemplated hereunder with respect to Contracts under which values or monies
are allocated to a Portfolio.
SECTION 4. AMENDMENT.
This Agreement may be amended upon mutual agreement of the Parties in
writing.
SECTION 5. NOTICES.
All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by personal
delivery; postage prepaid registered or certified United States first class
mail, return receipt requested; or electronic mail, facsimile or similar means
of same day delivery (with a confirming copy by mail) to the following:
If to INSURER:
MINNESOTA LIFE INSURANCE COMPANY
000 Xxxxxx Xx X
Xx Xxxx, XX 00000-0000
E-mail:xxxxxxxxxxxxxx@xxxxxxxx.xxx
Attention: General Counsel.
If to INVESCO:
INVESCO ADVISERS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
E-mail: xxxxxxxxxx@xxxxxxx.xxx
Attention: Xxxxxxxx Xxxxxxxx, Esquire
All notices, requests, demands and other communications shall be effective upon
delivery.
SECTION 6. MISCELLANEOUS.
(a) Successors and Assigns. This Agreement shall be binding upon the
Parties and their transferees, successors and assigns. The benefits of and the
right to enforce this Agreement shall accrue to the Parties and their
transferees, successors and assigns.
(b) Assignment. Neither this Agreement nor any of the rights, obligations
or liabilities of any Party hereto shall be assigned without the written
consent of the other Party.
(c) Intended Beneficiaries. Nothing in this Agreement shall be construed to
give any person or entity other than the Parties, as well as the Fund, any
legal or equitable claim, right or remedy. Rather, this Agreement is intended
to be for the sole and exclusive benefit of the Parties, as well as the Fund.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute
one and the same instrument.
(e) Applicable Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the State of Delaware without reference
to the conflict of law principles thereof.
(f) Severability. If any portion of this Agreement shall be found to be
invalid or unenforceable by a court or tribunal or regulatory agency of
competent jurisdiction, the remainder shall not be affected thereby, but shall
have the same force and effect as if the invalid or unenforceable portion had
not been inserted.
(g) Maintenance of Records and Compliance with Laws. INSURER represents and
agrees that it will maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services, and will otherwise comply with all laws, rules and regulations
applicable to the Administrative Services.
(h) Entire Agreement. Except as otherwise provided herein, this Agreement,
together with the attached Schedule, contains the entire agreement among the
parties with respect to the matters dealt with herein, and supersedes any prior
or inconsistent agreements, documents, understandings or arrangements among the
parties with respect to the subject matter of this Agreement.
(i) Confidentiality. Except in accordance with applicable laws, rules and
regulations, the terms of this Agreement, including the fee arrangement, shall
remain confidential as between the Parties.
**SIGNATURE PAGE FOLLOWS**
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
of first above written.
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President and Actuary
INVESCO ADVISERS, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INSURER shall provide certain administrative services respecting the
operations of the Fund, as set forth below. This Schedule, which may be amended
from time to time as mutually agreed upon by INSURER and INVESCO, constitutes
an integral part of the Agreement to which it is attached. Capitalized terms
used herein shall, unless otherwise noted, have the same meaning as the defined
terms in the Agreement to which this Schedule relates.
A. RECORDS OF PORTFOLIO SHARE TRANSACTIONS; MISCELLANEOUS RECORDS
1. INSURER shall maintain master accounts with the Fund, on behalf of each
Portfolio, which accounts shall bear the name of INSURER as the record owner of
Portfolio shares on behalf of each Separate Account investing in the Portfolio.
2. INSURER shall maintain a daily journal setting out the number of shares
of each Portfolio purchased, redeemed or exchanged by Contract owners each day,
as well as the net purchase or redemption orders for Portfolio shares submitted
each day, to assist INVESCO, the Fund and/or the Fund's transfer agent in
tracking and recording Portfolio share transactions, and to facilitate the
computation of each Portfolio's net asset value per share. INSURER shall
promptly provide INVESCO, the Fund, and the Fund's transfer agent with a copy
of such journal entries or information appearing thereon in such format as may
be reasonably requested from time to time. INSURER shall provide such other
assistance to INVESCO, the Fund, and the Fund's transfer agent as may be
necessary to cause various Portfolio share transactions effected by Contract
owners to be properly reflected on the books and records of the Fund.
B. ORDER PLACEMENT AND PAYMENT
1. INSURER shall determine the net amount to be transmitted to the Separate
Accounts as a result of redemptions of each Portfolio's shares based on
Contract owner redemption requests and shall disburse or credit to the Separate
Accounts all proceeds of redemptions of Portfolio shares. INSURER shall notify
the Fund of the cash required to meet redemption payments.
2. INSURER shall determine the net amount to be transmitted to the Fund as
a result of purchases of Portfolio shares based on Contract owner purchase
payments and transfers allocated to the Separate Accounts investing in each
Portfolio. INSURER shall transmit net purchase payments to the Fund's custodian.
C. ACCOUNTING SERVICES
INSURER shall perform miscellaneous accounting services as may be reasonably
requested from time to time by INVESCO, which services shall relate to the
business contemplated by the Participation Agreement between INSURER and the
Fund, as amended from time to time. Such services shall include, without
limitation, periodic reconciliation and balancing of INSURER's books and
records with those of the Fund with respect to such matters as cash accounts,
Portfolio share purchase and redemption orders placed with the Fund, dividend
and distribution payments by the Fund, and such other accounting matters that
may arise from time to time in connection with the operations of the Fund as
related to the business contemplated by the Participation Agreement.
D. REPORTS
INSURER acknowledges that INVESCO may, from time to time, be called upon by
the Fund's Board of Trustees ("Board"), to provide various types of information
pertaining to the operations of the Fund and related matters, and that INVESCO
also may, from time to time, decide to provide such information to the Board in
its own discretion. Accordingly, INSURER agrees to provide INVESCO with such
assistance as INVESCO may reasonably request so that INVESCO can report such
information to the Fund's Board in a timely manner. INSURER acknowledges that
such information and assistance shall be in addition to the information and
assistance required of INSURER pursuant to the Fund's mixed and shared funding
SEC exemptive order, described in the Participation Agreement.
INSURER further agrees to provide INVESCO with such assistance as INVESCO
may reasonably request with respect to the preparation and submission of
reports and other documents pertaining to the Fund to appropriate regulatory
bodies and third party reporting services.
E. FUND-RELATED CONTRACT OWNER SERVICES
INSURER agrees to print and distribute to Contract owners with Contract
value allocated to Portfolio shares ("Contract Owners"), in a timely manner,
prospectuses, statements of additional information, supplements thereto,
periodic reports and any other materials of the Fund required by law or
otherwise to be given to Fund shareholders, provided, that with respect to
proxy materials, notwithstanding any other arrangements between INSURER and
INVESCO, INSURER shall bear the expenses associated with (i) text composition,
printing, mailing, distributing, and tabulating proxy materials, including
voting instruction solicitation materials, sent to Contract Owners with respect
to proxy solicitations related to the Separate Account or related to matters
requested by INSURER and agreed to by the Fund, (ii) making typesetting and
other customization changes to Fund proxy materials, which changes are
requested by INSURER and agreed to by the Fund, and (iii) mailing and
distributing Fund proxy materials to Contract Owners. INSURER further agrees to
provide telephonic support for Contract Owners, including, without limitation,
advice with respect to inquiries about the Fund and each Portfolio thereof (not
including information about performance or related to sales), communicating
with Contract Owners about Fund (and Separate Account) performance, and
assisting with proxy solicitations, specifically with respect to soliciting
voting instructions from Contract Owners.
However, in the event INVESCO undertakes a fund merger or substitution in
reliance on the Janus Aspen Series and Janus Capital Management LLC no action
letter issued by the SEC staff (pub. avail. April 10, 2008) (hereinafter "Janus
No Action Letter"). INVESCO agrees it shall bear all costs associated with the
fund merger or substitution. INVESCO agrees to reimburse INSURER for all costs
associated with fund transactions executed in reliance on the Janus No Action
Letter including, but not limited to, text composition, printing, mailing and
distributing materials as required by the Janus No Action Letter. INVESCO
agrees to notify the INSURER at least 75 days prior to the transaction
effective date.
F. MISCELLANEOUS SERVICES
INSURER shall provide such other administrative support to the Fund as
mutually agreed between INSURER and INVESCO or the Fund from time to time.
INSURER shall, from time to time, relieve the Fund of other usual or incidental
administrative services of the type ordinarily borne by mutual funds that offer
shares to individual members of the general public.
