Exhibit 8(d)
FUND SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on May 1, 2012, between Minnesota Life
Insurance Company ("Minnesota Life") and Securian Financial Services, Inc.
("Securian"), each of which is a subsidiary of Minnesota Mutual Companies, Inc.
and a corporation domiciled in the State of Minnesota; and
WHEREAS, Minnesota Life issues variable life insurance policies and variable
annuity contracts (collectively the "Variable Contracts") through its variable
separate accounts ("Separate Accounts") which, in turn, invest in designated
shares (or in designated Classes thereof) issued by registered investment
companies, including Securian Funds Trust (the "Trust"); and
WHEREAS, the Trust has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to Securian in exchange for
both distribution and non-distribution related services to the Trust's Funds
(and any class thereof) covered by the Plan of Distribution; and
WHEREAS, Minnesota Life desires to provide to the Trust, on behalf of
Securian, the services described in the Plan of Distribution, and Securian
desires to have Minnesota Life provide such services in the manner described
herein; and
WHEREAS, Minnesota Statutes (S) 60D.20 requires that agreements between
subsidiaries of Minnesota Mutual Companies, Inc. must be fair and reasonable;
and
WHEREAS, the parties believe that Securian's payment to Minnesota Life of
the fees described herein is a fair and reasonable basis upon which to
compensate Minnesota Life for the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy
of which is acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Services: Minnesota Life agrees to provide the following services to the
Trust's Funds (and any Class thereof) covered by the Plan of
Distribution on behalf of Securian:
A. Distribution-Related Services. Distribution-related services provided
pursuant to this Agreement shall include payment for, among other
things, the printing of prospectuses and reports used for sales
purposes, preparing and distributing sales literature and related
expenses, advertisements, education of contract owners or dealers and
their representatives, trail commissions, and other
distribution-related expenses, including a prorated portion of the
overhead expenses of the Distributor or the Insurance Companies which
are attributable to the distribution of these Variable Contracts.
B. Non-Distribution Related Services. Non-distribution services provided
pursuant to this Agreement shall include payment for, among other
things, responding to inquiries from owners of Variable Contracts
regarding the Trust, printing and
mailing Trust prospectuses, including summary prospectuses where
applicable, and other shareholder communications to existing Variable
Contract owners, direct communications with Variable Contract owners
regarding Trust operations and Fund composition and performance,
furnishing personal services or such other enhanced services as the
Trust or a Variable Contract may require, or maintaining customer
accounts and records.
2. Payments to Minnesota Life. For the services described herein, Securian
agrees to pay Minnesota Life on a quarterly basis an amount that is
equal, on an annual basis, to .25% of the average combined daily net
assets of all the designated Funds (or designated Class thereof) of the
Trust which are attributable to the Variable Contracts and part of the
Plan of Distribution.
The payments contemplated by this paragraph shall be calculated by
Securian at the end of each quarter and will be paid to Minnesota Life
within thirty (30) days thereafter. Payment will be accompanied by a
statement showing the calculation of the quarterly amount payable and
such other supporting data as may be reasonably requested by Minnesota
Life.
3. Nature of the Payments. The parties recognize and agree that Securian's
payments to Minnesota Life hereunder relate solely to the services to
the Trust described in this Agreement and performed by Minnesota Life on
behalf of Securian.
4. Term. This Agreement shall remain in full force and effect for any Fund
(or designated Class thereof) of the Trust only so long as such Fund (or
designated Class thereof) is subject to the provisions of the Plan of
Distribution, unless terminated in accordance with paragraph 5.
5. Termination. This Agreement may be terminated by either party upon sixty
(60) days advance written notice or immediately upon termination of the
Plan of Distribution.
6. Representations by Minnesota Life. Minnesota Life represents and agrees
that it will maintain and preserve all records as required by law to be
maintained and preserved by it in connection with the services described
herein and that it will otherwise comply with all laws, rules and
regulations applicable to the performance of the services. Minnesota
Life further represents and warrants that the receipt of fees hereunder
will not constitute a "prohibited transaction" as such term is defined
in Section 406 of the Employee Retirement Income Security Act, as
amended, and Section 4975 of the Internal Revenue Code of 1986, as
amended.
Minnesota Life represents that it will indemnify and hold Securian, the
Trust and the Trust's adviser and sub-advisers harmless from any and all
direct or indirect liabilities or losses resulting from negligent
actions or inactions, of or by it or its officers, employees or agents
regarding its responsibilities under this Agreement. This
indemnification shall survive the termination of this Agreement.
Minnesota Life represents that neither it nor any of its officers,
employees or agents are authorized to make any representation concerning
Trust shares except those contained in the registration statement or
prospectus, including summary prospectuses where applicable, for Trust
shares, as such registration statement and prospectus,
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including summary prospectuses, may be amended or supplemented from time
to time, or in reports or proxy statements for the Trust, or in sales
literature or other promotional materials approved by the Trust or its
designee or by Securian, except with the permission of the Trust or
Securian or the designee of either.
7. Authority. This Agreement shall in no way limit the authority of the
Trust, its adviser or Securian to take such action as any of those
parties may deem appropriate or advisable in connection with all matters
relating to operations of the Trust and/or the sale of its shares.
Minnesota Life agrees and understands that the obligations of Securian
under this Agreement are not binding upon the Trust.
8. Miscellaneous. This Agreement may be amended only upon mutual agreement
of the parties hereto in writing. This Agreement may not be assigned by
a party, by operation of law or otherwise, without the prior written
consent of the other party. This Agreement constitutes the entire
agreement between the parties with respect to the matters described
herein and supersedes any previous agreements and documents with respect
to such matters. It may be executed in counterparts, each of which shall
be deemed to be an original but all of which shall together constitute
one and the same instrument. Minnesota Life agrees to notify Securian
promptly if for any reason it is unable to perform fully and to promptly
any of its obligations under this Agreement.
9. Independent Contractor. For purposes of this Agreement, Minnesota Life
is an independent contractor and its employees or its associates shall
not be employees of Securian. Services performed by Minnesota Life on
behalf of Securian shall be as its agent, and records maintained by
Minnesota Life on behalf of Securian shall be considered to be those of
Securian.
IN WITNESS WHEREOF, Minnesota Life and Securian have caused this Agreement
to be executed in duplicate by their executive officers. This Agreement shall
be effective on May 1, 2012.
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
SECURIAN FINANCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President & Chief Executive
Officer
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