Exhibit 99.27(h)(14)(ii)
AMENDMENT TO PARTICIPATION AGREEMENT
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Minnesota Life Insurance Company
Securian Financial Services, Inc.
The participation agreement, dated as of May 1,2000, by and among Franklin
▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust, Franklin ▇▇▇▇▇▇▇▇▇ Distributors,
Inc. and Minnesota Life Insurance Company (the "Agreement") is hereby amended as
follows:
1. Securian Financial Services, Inc., principal underwriter and distributor of
Minnesota Life Insurance Company variable insurance products is added as a party
to the Agreement.
2. The following Section 2 .1.12 is added to the Agreement
2.1.12 You agree to comply with any and a1llaws, regulations, and other
requirements relating to money laundering, including, without limitation, the
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001 (Title ill of the USA Patriot Act), hereinafter, collectively with the
rules, regulations and orders promulgated thereunder, the .. Act, " and any
requirements and/or requests in connection therewith, made by regulatory
authorities, the Trust or the Underwriter or their duly appointed agents, either
generally or in respect of a specific transaction, and/or in the context of a
"primary money laundering concern" as defined in the Act.
You agree as a condition precedent to any transaction taking or continuing to be
in effect, to comply with any and all anti-money laundering laws, regulations,
orders or requirements, and without prejudice to the generality of the above, to
provide regulatory authorities, the Trust, the Underwriter or their duly
appointed agents, with all necessary reports and information for them to fulfill
their obligations, if any, under the Act for the purposes of the Trust, the
Underwriter, or other third parties complying with any and all anti-money
laundering requirements, including, without limitation, the enhanced due
diligence obligations imposed by the Act, the filing of Currency Transaction
Reports and/or of Suspicious Activity Reports obligations required by the Act,
and/or the sharing of information requirements imposed by the Act.
In the event satisfactory reports and information are not received within a
reasonable time period from the date of the request, the Trust or the
Underwriter reserve the right to reject any transaction.
Further, you represent that you have not received notice of, and to your
knowledge, there is no basis for, any claim, action, suit, investigation or
proceeding that might result in a finding that you are not or have not been in
compliance with the Act, and the rules and regulations promulgated thereunder.
You agree to notify the Trust and the Underwriter promptly if
the representation in the previous sentence is no longer true or if you have a
reasonable basis for believing that such representation may no longer be true.
3. Section 3.7 of the Agreement is hereby deleted in its entirety and replaced
with the following Section 3.7:
3.7 We will redeem any full or fractional shares of any Portfolio, when
requested by you on behalf of an Account, at the net asset value next computed
after receipt by us (or our agent) of the request for redemption, as established
in accordance with the provisions of the then current prospectus of the Trust.
We shall make payment for such shares in the manner we establish from time to
time, but in no event shall payment be delayed for a greater period than is
permitted by the 1940 Act.
4. The following Section 9.2.4 is added to the Agreement:
9.2.4 you breach any of the provisions of Section 2.1.12 of this Agreement
or any of the warranties and representations you make in that Section: (i) were
not true on the effective date of this Agreement; (ii) are no longer true; or
(iii) have not been true during any time since the effective date of this
Agreement.
5. Section 9.3 of the Agreement is hereby deleted in its entirety and replaced
with the following Section 9.3:
9.3 If this Agreement is terminated for any reason, except as required by
the Shared Funding Order or pursuant to Section 9.2.1 or Section 9.2.4, above,
we shall, at your option, continue to make available additional shares of any
Portfolio and redeem shares of any Portfolio pursuant to all of the terms and
conditions of this Agreement for all Contracts in effect on the effective date
of termination of this Agreement. If this Agreement is terminated as required by
the Shared Funding Order, its provisions shall govern.
6. Schedules C, D and F of the Agreement are hereby deleted in their entirety
and replaced with the Schedules C, D and F attached hereto, respectively.
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All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect. '
Effective Date as of May 1,2002.
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
By: /s/
Name:
Title: Assistant Vice President
Minnesota Life Insurance Company
By:
Name:
Title:
Franklin ▇▇▇▇▇▇▇▇▇ Distributors. Inc.
By:
Name:
Title:
Securian Financial Services. Inc.
By:
Name:
Title:
3
Schedule C
Available Portfolios and Classes of Shares of the Trust; Investment Advisers
Portfolios Investment Adviser
---------- ------------------
Franklin Large Cap Growth Securities Fund Franklin Advisers, Inc.
Franklin Small Cap Fund Franklin Advisers, Inc.
Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
Templeton Asset Strategy Fund ▇▇▇▇▇▇▇▇▇ Investment Counsel, LLC
Templeton Developing Markets Securities Fund ▇▇▇▇▇▇▇▇▇ Asset Management, Ltd.
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Schedule D
Contracts of the Company
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Product Name Separate Account Name
Insurance Registered Y/N Registered Y/N
# Company 1933 Act #, State Form ID 1940 Act # Classes of Shares and Portfolios
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01 Minnesota MultiOption Flex/Single Variable Annuity Account Class 2 Shares:
Life Annuity Yes ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
Insurance Yes 811-4294
Company 2-97564
84-9091
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02 Minnesota MultiOption Select Annuity Variable Annuity Account Class 2 Shares:
Life Yes Yes Franklin Small Cap Fund
Insurance 33-80733 811-4294 Templeton Asset Strategy Fund
Company MHC 92-9307 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
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03 Minnesota MegAnnuity Variable Annuity Account Class 2 Shares:
Life Yes Yes Franklin Small Cap Fund
Insurance 33-12333 811-4294 Templeton Asset Strategy Fund
Company 87-9254 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
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04 Minnesota MultiOption Achiever Variable Annuity Account Class 2 Shares:
Life Annuity Yes Franklin Small Cap Fund
Insurance Yes 811-4294 Templeton Asset Strategy Fund
Company 333-79049 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
99-70017
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05 Minnesota MultiOption Classic Annuity Variable Annuity Account Class 2 Shares:
Life Yes Yes Franklin Small Cap Fund
Insurance 333-79069 811-4294 Templeton Asset Strategy Fund
Company 99-70016 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
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06 Minnesota Variable Adjustable Life Minnesota Life Variable Class 2 Shares:
Life Yes Account Franklin Small Cap Fund
Insurance 33-3233 Yes Templeton Asset Strategy Fund
Company ▇▇-▇▇▇ ▇▇▇-4585 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
-----------------------------------------------------------------------------------------------------------------------------------
07 Minnesota Variable Adjustable Life Minnesota Life Variable Class 2 Shares:
Life Second Death Account Franklin Small Cap Fund
Insurance Yes Yes Templeton Asset Strategy Fund
Company 33-64395 811-4585 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
MHC-98-690
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08 Minnesota Variable Adjustable Life Minnesota Life Variable Class 2 Shares:
Life Horizon Account Franklin Small Cap Fund
Insurance Yes Yes Templeton Asset Strategy Fund
Company 333-96383 811-4585 ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund
99-680
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09 Minnesota Undetermined Undetermined Class 2 Shares:
Life Franklin Small Cap Fund
Insurance Templeton Asset Strategy Fund
Company Templeton Large Cap Growth Securities Fund
Mutual Shares Securities Fund
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5
Schedule F
Rule 12b-l Plans
Compensation Schedule
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan,
stated as a percentage per year of Class 2'8 average daily net assets
represented by shares of Class 2.
Portfolio Name Maximum Annual Payment Rate
-------------- ---------------------------
Franklin Large Cap Growth Securities Fund 0.25%
Franklin Small Cap Fund 0.25%
Mutual Shares Securities Fund 0.25%
Templeton Asset Strategy Fund 0.25%
Templeton Developing Market Securities Fund 0.25%
Agreement Provisions
If the Company, on behalf of any Account, purchases Trust Portfolio shares
("Eligible Shares") which are subject to a Rule 12b-l plan adopted under the
1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees (collectively
"you") provide any activity or service which is primarily intended to assist in
the promotion, distribution or account servicing of Eligible Shares ("Rule 12b-1
Services") or variable contracts offering Eligible Shares, the Underwriter, the
Trust or their affiliates (collectively, "we") may pay you a Rule 12b-1 fee.
"Rule 12b-1 Services" may include, but are not limited to, printing of
prospectuses and reports used for sales purposes, preparing and distributing
sales literature and related expenses, advertisements, education of dealers and
their representatives, and similar distribution-related expenses, furnishing
personal services to owners of Contracts which may invest in Eligible Shares
("Contract Owners"), education of Contract Owners, answering routine inquiries
regarding a Portfolio, coordinating responses to Contract Owner inquiries
regarding the Portfolios, maintaining such accounts or providing such other
enhanced services as a Trust Portfolio or Contract may require, or providing
other services eligible for service fees as defined under NASD rules. Your
acceptance of such compensation is your acknowledgment that eligible services
have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible
Shares owned by the Company on behalf of its Accounts, and shall be calculated
on the basis and at the rates set forth in the Compensation Schedule stated
above. The aggregate annual fees paid pursuant to each Plan shall not exceed the
amounts stated as the "annual maximums" in the Portfolio's prospectus, unless an
increase is approved by shareholders as provided in the Plan. These maximums
shall be a specified percent of the value of a Portfolio's net assets
attributable to Eligible Shares owned by the Company on behalf of its Accounts
(determined in the same manner as the Portfolio uses to compute its net assets
as set forth in its effective Prospectus).
The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of
the three-month periods ending in January, April, July and October.
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You shall furnish us with such information as shall reasonably be requested by
the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-l fees
paid to you pursuant to the Plans. We shall furnish to the Trustees, for their
review on a quarterly basis, a written report of the amounts expended under the
Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must be
approved annually by a vote of the Trustees, including the Trustees who are not
interested persons of the Trust and who have no financial interest in the Plans
or any related agreement ("Disinterested Trustees"). Each Plan may be terminated
at any time by the vote of a majority of the Disinterested Trustees, or by a
vote of a majority of the outstanding shares as provided in the Plan, on sixty
(60) days' written notice, without payment of any penalty. The Plans may also be
terminated by any act that terminates the Underwriting Agreement between the
Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-l, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-I, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-l fees received from us in the prospectus
of the Contracts.
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