EXHIBIT 24(C)(8)(L)(VII)
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MFS Fund Distributors, Inc.
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800.343.2829 ▇▇▇.▇▇▇
September 1, 2010
Minnesota Life Insurance Company
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Re: MFS Variable Insurance Trust (the "Trust")
Dear ▇▇. ▇▇▇▇:
Reference is hereby made to the Participation Agreement by and among the
Trust, Minnesota Life Insurance Company (the "Company"), and Massachusetts
Financial Services Company dated March 28, 2002 (the "Participation
Agreement"). The purpose of this Letter Agreement is to confirm certain
financial arrangements between MFS Fund Distributors, Inc. ("MFD"), the
underwriter to the Trust, and the Company in connection with the Company's
investment in the Trust on behalf of certain separate accounts, as listed in
Schedule A of the Participation Agreement.
With effect from September 1, 2010, MFD or its affiliates agrees to pay an
administrative services fee to the Company equal, on an annualized basis, to
0.20% of the average daily net assets invested in MFS Investors Growth Stock
Series, MFS Mid Cap Growth Series, MFS New Discovery Series, and MFS Value
Series and 0.10% of the average daily net assets invested in MFS VIT Research
Bond Series, all such assets attributable to variable life or variable annuity
contracts ("Policies") offered by the Company or its affiliates.
Such fees shall be paid quarterly (on a calendar year basis) in arrears.
Payment shall be made within two weeks following the last day of the quarter.
Such fees shall continue to be due and payable for so long as the Company
provides the services contemplated hereunder with respect to Policies under
which amounts are allocated to the Trust. Administrative services are described
in Schedule B attached to this letter agreement.
This Letter Agreement shall supersede all prior agreements relating to its
subject matter, including, but not limited to, former Section 5.4 of the
Participation Agreement.
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September 1, 2010
Page 2
Please confirm your understanding of this arrangement by having the enclosed
duplicate of this letter signed where indicated below and returning the
executed duplicate to me.
Very truly yours,
MFS FUND DISTRIBUTORS, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
MINNESOTA LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
SCHEDULE B
Minnesota Life Insurance Company will use the administrative services fee
described in the attached letter agreement to pay for the following services.
MFD's payment under the letter agreement does not constitute payment in any
manner for investment advisory services or for costs of distribution of
Contracts or of shares of the Trust, and these payments are not otherwise
related to investment advisory or distribution service or expenses. The amount
of administrative expense payments made pursuant to this letter agreement will
not be deemed to be conclusive with respect to actual administrative expenses
or savings.
ADMINISTRATIVE SERVICES:
Maintain Books and Records
. Record issuance of shares
. Record transfers (via net purchase orders)
. Reconcile and balance the separate account at the Trust level in the
general ledger, at various banks and within systems' interface
Communicate with the Trust
. Purchase Orders
. Determine the net amount available for investment by the Trust
. Deposit receipts at the Trust's custodian (generally by wire transfer)
. Notify the custodian of the estimated amount required to pay
dividends or distributions
. Redemption Orders
. Determine the net amount required for redemptions by the Trust
. Notify the Custodian and Trust of cash required to meet payments
. Daily pricing
Process Distributions from the Trust
. Process ordinary dividends and capital gains
. Reinvest the Trust's distributions
Reports
. Periodic information reporting to the Trust and its Board
Proxy Solicitations
. Assist with proxy solicitations, specifically with respect to soliciting
voting instructions from Contract owners
Trust-related Contractowner Services
. Financial representative's advice to Contract owners with respect to
Trust inquiries (not including advice about performance or related to
sales)
. Communicate information to Contract owners regarding Trust and
subaccount performance