Variable Annuity Account, et al. – ‘485APOS’ on 8/1/14 – ‘EX-99.8CVII’

On:  Friday, 8/1/14, at 9:40am ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-14-290804   ·   File #s:  811-04294, 333-189593

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                             338   1.80M 
 6: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      2K 
 7: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      2K 
 4: EX-99.10    Miscellaneous Exhibit                                  1      5K 
 5: EX-99.13    Miscellaneous Exhibit                                  2     15K 
 3: EX-99.8CVII  Miscellaneous Exhibit                                 3     11K 
 2: EX-99.9     Miscellaneous Exhibit                                  1      8K 

‘EX-99.8CVII’   —   Miscellaneous Exhibit

EX-99.8CVII
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                                                             Exhibit 8(c)(vii)

SEVENTH AMENDMENT 
TO IVY FUNDS VARIABLE INSURANCE PORTFOLIOS PARTICIPATION AGREEMENT  
(For Products Sold Through W&R Distribution System) 

This Seventh Amendment ("Amendment") is effective the 1st day of July, 2014, by 
and among Minnesota Life Insurance Company ("Company"), Waddell & Reed, Inc.    
("W&R"), and Ivy Funds Variable Insurance Portfolios (the "Trust" or            
"Portfolios").                                                                  

WHEREAS, the Funds are currently sold to one or more separate accounts of life  
insurance companies to fund benefits under private label variable life          
insurance policies and/or private label variable annuity contracts              
("Participating Insurance Companies"); and                                      

WHEREAS, the parties desire to amend the Agreement.                             

NOW, THEREFORE, the parties agree as follows:                                   

1. Exhibit C to the Agreement is hereby deleted in its entirety and replaced    
with Exhibit C, attached hereto.                                          

Except as provided herein, the terms and conditions contained in the Agreement  
shall remain in full force and effect. This Amendment may be executed in two or 
more counterparts, which together shall constitute one instrument.              

IN WITNESS WHEREOF, the parties hereto have executed and delivered this         
Amendment as of the date first written above.                                   

WADDELL & REED, INC.                                                            

/s/ Thomas W. Butch                                                             
------------------------                                                        
Thomas W. Butch                                                                 
President                                                                       

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS                                         

/s/ Henry J. Herrmann                                                           
------------------------                                                        
Henry J. Herrmann                                                               
President                                                                       

MINNESOTA LIFE INSURANCE COMPANY                                                

/s/ Bruce P. Shay                                                               
------------------------                                                        
By: Bruce P. Shay                                                               
Title: Executive Vice President                                                 

EX-99.8CVII
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EXHIBIT C 

(as amended effective July 1, 2014) 

I. Fees or Other Compensation for Variable Annuities                            
-------------------------------------------------                         

(a)Compensation described in this Exhibit C shall apply to all assets invested  
in the Funds (excluding Ivy VIP Money Market) in connection with variable 
annuities (hereinafter the "Aggregated Assets").                          

(b)Each month, W&R shall calculate and pay to Company a fee that shall be equal 
to twenty-five (25) basis points, on an annualized basis, of the average  
daily account value of the Aggregated Assets with respect to the Waddell &
  Reed Retirement Builder Variable Annuity, Securities Act File No. 333-111067
 (including any seed money provided by Company of any of its affiliates). If
any portion of the fee is attributable to 12b-1 fees, W&R may, at its     
option, pay such portion of the fee to the underwriter of the variable    
annuity contracts.                                                        

(c)Each month, W&R shall calculate and pay to Company a fee that shall be equal 
to thirty-five (35) basis points, on an annualized basis, of the average  
daily account value of the Aggregated Assets with respect to the Waddell &
Reed Retirement Builder II Variable Annuity, Securities Act File          
No. 333-189593 (including any seed money provided by Company of any of its
affiliates). If any portion of the fee is attributable to 12b-1 fees, W&R 
may, at its option, pay such portion of the fee to the underwriter of the 
variable annuity contracts.                                               

(d)If there is a reduction in 12b-1 fees, either due to a change in the law or  
due to a change in the amount of 12b-1 fees paid by the Fund(s), such     
reduction in 12b-1 fees shall not reduce the amount of the fee owed by W&R
pursuant to paragraph (b) and (c) above.                                  

II.Fees or Other Compensation for Variable Universal Life Insurance Policies    
------------------------------------------------------------------------- 

(a)Compensation described in this Exhibit C shall apply to all assets invested  
in the Funds (excluding Ivy VIP Money Market) in connection with the      
policies (hereinafter the "VUL Aggregated Assets").                       

(b)Each month, W&R shall calculate and pay to Company a fee that shall be equal 
to forty-five (45) basis points, on an annualized basis, of the average   
daily account value of the VUL Aggregated Assets (including any seed money
provided by Company or any of its affiliates). If any portion of a Fund's 
 fee is attributable to 12b-1 fees, W&R may, at its option, pay such portion
of the fee to the underwriter of the VUL policies.                        

EX-99.8CVII
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(c)If there is a reduction in 12b-1 fees, either due to a change in the law or  
due to a change in the amount of 12b-1 fees paid by the Fund(s), such     
reduction in 12b-1 fees shall not reduce the amount of the fee owed by W&R
pursuant to paragraph (b) above.                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485APOS’ Filing		Date		First		Last			Other Filings
Filed on:		8/1/14							485APOS
		7/1/14		2
									List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  Minnesota Life Individual V… Acct 485BPOS     5/01/24    7:2.2M                                   Donnelley … Solutions/FA
 8/30/23  Minnesota Life Individual V… Acct 485BPOS     8/30/23    5:1.9M                                   Donnelley … Solutions/FA
 8/30/23  Variable Annuity Account          485BPOS     8/30/23    4:2.8M                                   Donnelley … Solutions/FA
 4/27/23  Minnesota Life Individual V… Acct 485BPOS     5/01/23    6:2.1M                                   Donnelley … Solutions/FA
 4/27/23  Variable Annuity Account          485BPOS     5/01/23    4:2.8M                                   Donnelley … Solutions/FA
 4/27/22  Minnesota Life Individual V… Acct 485BPOS     4/29/22    6:1.3M                                   Donnelley … Solutions/FA
 4/27/22  Variable Annuity Account          485BPOS     4/29/22    4:2.9M                                   Donnelley … Solutions/FA
12/15/21  Minnesota Life Individual V… Acct 485BPOS    12/15/21    6:1.2M                                   Donnelley … Solutions/FA
12/15/21  Variable Annuity Account          485BPOS    12/15/21    5:5.7M                                   Donnelley … Solutions/FA
 4/28/21  Minnesota Life Individual V… Acct 485BPOS     5/01/21    5:1.2M                                   Donnelley … Solutions/FA
 4/28/21  Variable Annuity Account          485BPOS     5/01/21    4:5.6M                                   Donnelley … Solutions/FA