This is: EX-99.8(aa)(i)
AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment to Fund Participation Agreement (the "Amendment") dated
November 23, 2007 among Minnesota Life Insurance Company, a Minnesota
corporation, Financial Investors Variable Insurance Trust, a Delaware
Statutory Trust (the "Fund"), ALPS Advisers, Inc. a Colorado corporation,
("AAI"), and ALPS Distributors, Inc., a Colorado corporation ("ADI").
WHEREAS, Minnesota Life Insurance Company, the Fund, AAI, and ADI
entered into Fund Participation Agreement dated July 27, 2007 (the
"Agreement"); and
WHEREAS, Minnesota Life Insurance Company, the Fund, AAI, and ADI wish
to amend the Agreement in certain respects as more fully set forth below.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Article VII of the Agreement is hereby deleted in its entirety and
replaced it with the following:
7.1 The Fund represents and warrants that it has applied for and received
an order (File No. IC-27999) from the Commission granting Participating
Insurance Companies and variable annuity separate accounts and variable
life insurance separate accounts relief from the provisions of
Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to
permit shares of the Fund to be sold to and held by variable annuity
separate accounts and variable life insurance separate accounts of both
affiliated and unaffiliated Participating Insurance Companies and
qualified pension and retirement plans outside of the separate account
context (the "Mixed and Shared Funding Exemptive Order"). The parties
to this Agreement agree that the conditions or undertakings specified
in the Mixed and Shared Funding Exemptive Order, when granted, and that
may be imposed on the Company, the Fund and/or the Adviser by virtue of
the receipt of such order by the Commission, will be incorporated herein
by reference, and such parties agree to comply with such conditions and
undertakings to the extent applicable to each such party.
2. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect. Any items not herein
defined shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.
MINNESOTA LIFE INSURANCE FINANCIAL INVESTORS VARIABLE
COMPANY INSURANCE TRUST
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. May
---------------- -----------------
Name: Xxxxx X. Xxxx Name: Xxxxxx X. May
Title: Senior Vice President Title: Treasurer
ALPS ADVISERS, INC. ALPS DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
------------------- -----------------
Name: Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: President Title: Secretary
