8(nn)
ADMINISTRATIVE SERVICES AGREEMENT
MINNESOTA LIFE INSURANCE COMPANY (the "Company") and ▇▇▇▇ ▇▇▇▇▇ INVESTOR
SERVICES, LLC (the "Distributor") mutually agree to the arrangements set forth
in this Administrative Services Agreement (the "Agreement").
WHEREAS, the Distributor serves as the Distributor of shares of the ▇▇▇▇
▇▇▇▇▇ Partners Variable Equity Trust, a Maryland Corporation (a "Fund"), an
open-end management investment company organized as a Maryland corporation and
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended (the "1940 Act") and its shares are
registered under the Securities Act of 1933, as amended; and
WHEREAS, the Company is the issuer of variable annuity contracts and
variable life insurance policies (the "Contracts"); and
WHEREAS, the Company has entered into a participation agreement, dated
March 19, 2015 (the "Participation Agreement"), with the Fund, pursuant to
which the Fund has agreed to make shares of certain of its portfolios, listed
on Schedule A, as such Schedule may be amended from time to time (the
"Portfolios"), available for purchase by one or more of the Company' separate
accounts or divisions thereof (each, a "Separate Account") for Contract owners
to allocate Contract value; and
WHEREAS, the Company desires to provide certain administrative and
recordkeeping services to Contract owners in connection with their allocation
of Contract value and purchase payments to the Portfolios, which services will
result in substantial savings to the Fund ("Administrative Services"); and
WHEREAS, the Company desires to be compensated by the Distributor for
providing such Administrative Services; and
WHEREAS, the Distributor desires to retain the Company to provide such
services and to compensate the Company for providing such services;
NOW THEREFORE, the Parties agree as follows:
SECTION I - REPRESENTATIONS AND WARRANTIES
(A) The Company represents and warrants that it is an insurance company
licensed under the laws of the State of Minnesota.
(B) The Distributor represents and warrants that it is duly registered as a
broker-dealer under the Securities Act of 1934, as amended, and will remain
duly registered under all applicable federal and state securities laws.
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SECTION II - ADMINISTRATIVE SERVICES; PAYMENTS
(A) The Company shall perform all Administrative Services with respect to
Contract owner values and the Company's assets from which investments in shares
of the Portfolios are made, including, without limitation, the following
services:
(1) Maintaining separate records for each Contract owner, which shall
reflect the Portfolio shares purchased and redeemed and Portfolio share
balances attributable to such Contract owners. The Company will maintain an
omnibus account with each Portfolio on behalf of Contract owners, and such
accounts shall be in the name of the Company (or its nominee) as the record
owner of Portfolio shares attributable to such Contract owners.
(2) Disbursing to or crediting to the benefit of Contract owners all
proceeds of redemptions of shares of the Portfolios in relation to Contract
owner requests to redeem their Contract value and processing all dividends and
other distributions reinvested in shares of the Portfolios.
(3) Preparing and transmitting to Contract owners, as required by law,
periodic statements showing allocations to sub-accounts investing in the
Portfolios, purchases and redemptions of Portfolio shares and dividends and
other distributions paid in relation to Contract owner transaction requests,
and such other information as may be required, from time to time, by Contract
owners.
(4) Maintaining and preserving all records required by law to be
maintained and preserved in connection with providing the foregoing services
for Contract owners.
(5) Generating written confirmations to Contract owners, to the extent
required by law.
(6) Administering the distribution to existing Contract owners of
Portfolio prospectuses, proxy materials, periodic reports to shareholders and
other materials that the Portfolios provide to their shareholders.
(7) Aggregating and transmitting purchase and redemption orders to the
Portfolios on behalf of, or with respect to, Contract owners.
(B) In consideration of the Company performing the Administrative Services,
the Distributor agrees to pay or cause to be paid to the Company, quarterly, an
administrative services fee at the annual rate provided in Schedule A of the
average daily net assets of Portfolio shares held by the Company pursuant to
the Participation Agreement. The Company agrees that it will not seek
reimbursement for expenses for performing the Administrative Services under the
Fund's Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act
(where applicable).
(C) The payment to the Company shall be calculated by Company at the end of
each calendar quarter and invoiced to the Distributor. The Distributor will pay
the Company within 30 days after receipt of such invoice.
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(D) The Company will furnish to the Distributor or their designees such
information as the Distributor may reasonably request, and will otherwise
cooperate with the Distributor in the preparation of reports to the Fund's
Board of Directors concerning this Agreement, as well as any other reports or
filing that may be required by law.
SECTION III - NATURE OF PAYMENTS FOR ADMINISTRATIVE SERVICES
The parties to this Agreement recognize and agree that the Distributor's
payments to the Company are for administration services only and do not
constitute payment in any manner for investment advisory services and are not
otherwise related to investment advisory services or expenses. The amount of
administration expense payments made by the Distributor to the Company pursuant
to this Agreement are not intended to be\\,\\ and shall not be deemed to be,
indicative of the Distributor's BONA FIDE profits from serving as distributor
to the Fund or of the actual costs to the Company of providing administration
services to the Fund.
SECTION IV - MAINTENANCE OF RECORDS
Each party shall maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the services described
herein. Upon the reasonable request of the Distributor or the Fund, the Company
will provide the Distributor, the Fund or the representative of either, copies
of all such records.
SECTION V - TERM AND TERMINATION
(A) This Agreement shall remain in full force and effect for a period of one
year from the date hereof and shall be automatically renewed thereafter for
successive one-year periods, unless otherwise terminated.
(B) This Agreement may be terminated with respect to any Portfolio by the
Distributor or by the Company without penalty, upon sixty (60) days' prior
written notice to the other party.
SECTION VI - AMENDMENT; ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with
respect to the administrative services and no modification, amendment or waiver
of any of the provisions of this Agreement shall be effective unless made in
writing specifically referring to this Agreement and signed by the Parties
hereto.
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SECTION VII - NOTICES
All notices and other communications to either the Company or the Distributor
will be duly given if mailed, telegraphed or telecopied to the address set
forth below, or at such other address as either party may provide in writing to
the other party.
MINNESOTA LIFE INSURANCE COMPANY
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel - Law
▇▇▇▇ ▇▇▇▇▇ INVESTOR SERVICES, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Business Implementation
SECTION VIII--MISCELLANEOUS
(A) Successors and Assigns. This Agreement shall be binding upon the parties
and their transferees, successors and permitted assigns. The benefits of and
the right to enforce this Agreement shall accrue to the parties and their
transferees, successors and assigns.
(B) 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.
(C) 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.
(D) 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.
(E) Severability. This Agreement shall be severable as it applies to each
Portfolio, and action on any matter shall be taken separately for each
Portfolio affected by the matter. 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.
For the purpose of referring to this Agreement, the date of this Agreement
shall be the date of acceptance by the Distributor.
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MINNESOTA LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President and Actuary
Date: 2/16/2015
▇▇▇▇ ▇▇▇▇▇ INVESTOR SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. Matters
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Matters
Title: Director
Date: 3/19/15
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SCHEDULE A
▇▇▇▇ ▇▇▇▇▇ PARTNERS VARIABLE EQUITY TRUST FEE
ClearBridge Variable Series of Portfolios Class I & II 25bps
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