Exhibit 26(h)(24)(iv)
FIRST AMENDMENT TO FUND PARTICIPATION AND SERVICE AGREEMENT
This first amendment, effective as of May 1, 2014, by and among Minnesota
Life Insurance Company ("Insurance Company") for itself and on behalf of one or
more separate accounts of the Insurance Company ("Separate Accounts"), American
Funds Distributors, Inc. ("AFD"), American Funds Service Company ("Transfer
Agent"), and American Funds Insurance Series (the "Series"), an open-end
management investment company for which AFD, CRMC and Transfer Agent provide
services and which is divided into funds, and Capital Research Management and
Company ("CRMC") a corporation organized under the laws of the State of
Delaware, (collectively, the "Parties"). Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such term in the Agreement
(defined below).
WHEREAS, Insurance Company, the Series, AFD, Transfer Agent and CRMC are
parties to a Fund Participation and Service Agreement dated January 7, 2011
(the "Agreement"); and,
WHEREAS, the Parties desire and agree to amend the Agreement,
NOW, THERFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereby amend the Agreements follows:
1. The first two sentences of Provision 1 (a) are hereby deleted and replaced
with the following:
"The Series agrees to make Class 1 shares and Class 2 shares of the Funds
that offer such share classes available to the Insurance Company for itself
and on behalf of the Separate Accounts on the attached Exhibit B pursuant to
the terms of this Agreement. Insurance Company agrees to give the Series and
CRMC at least 30 days' notice prior to adding any additional Funds or share
classes of a Fund as underlying investment options to the Contracts."
2. Exhibit A of the Agreement is hereby deleted in its entirety.
3. Exhibit B of the Agreement is hereby deleted and replaced in its entirety
with Exhibit B as attached and incorporated by reference to this Amendment.
4. New Section 40 is added to the Agreement as follows:
40. Confidentiality of Holdings Information. The Insurance Company may
receive holdings information (the "Holdings Information") related to the
Funds on a daily basis from the Series, CRMC or one of their designees in
order to help evaluate the Funds for inclusion in the Contracts and to
evaluate and manage the insurance guarantees offered under the Contracts
(the "Purpose"). Insurance Company agrees that the Holdings Information is
confidential and may
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only be used by Insurance Company for the Purpose. Insurance Company agrees
that it (a) will hold any and all Holdings Information it obtains in
strictest confidence. Without limiting the foregoing, Insurance Company
shall use at least the same degree of care, but no less than reasonable
care, to avoid disclosure or use of this Holdings Information as it employs
with respect to its own confidential information of a like importance;
(b) may disclose or provide access to its employees who have a need to know
and may make copies of Holdings Information only to the extent reasonably
necessary to carry out the Purpose; (c) currently has, and in the future
will maintain in effect and enforce, rules and policies to protect against
access to or use or disclosure of Holdings Information other than in
accordance with this Agreement, including without limitation written
instruction to and agreements with employees and agents who are bound by an
obligation of confidentiality no less stringent than set forth in this
Agreement to ensure that such employees and agents protect the
confidentiality of Holdings Information. Insurance Company expressly will
instruct its employees and agents not to disclose Holdings Information to
third parties, including without limitation customers, sub-contractors or
consultants, and (d) will notify the Series and CRMC immediately of any
unauthorized disclosure or use, and will cooperate with them in taking
action to ensure that the Holdings Information is not used by such receiving
party.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
MINNESOTA LIFE INSURANCE COMPANY
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
AMERICAN FUNDS DISTRIBUTORS, INC.
By:
--------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
AMERICAN FUNDS INSURANCE SERIES
COMPANY
By:
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
AMERICAN FUNDS SERVICE COMPANY
By:
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
By:
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and
Secretary
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EXHIBIT B
LIST OF ACCOUNTS
Variable Annuity Account
Minnesota Life Variable Life Account
Minnesota Life Individual Variable Universal Life Account
Minnesota Life Variable Universal Life Account
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